def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement. |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)). |
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Definitive Proxy Statement. |
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Definitive Additional Materials. |
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
Nuveen Multi-Strategy Income and Growth Fund (JPC)
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Important
Notice
to Fund Shareholders
August 27, 2007
Although we recommend that you read the complete Proxy
Statement, for your convenience, we have provided a brief
overview of the issues to be voted on.
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Why am I receiving this Proxy Statement? |
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You are being asked to vote on two or more important matters
affecting your Fund: |
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(1)
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Approval of a New Investment Management
Agreement. Nuveen Asset Management
(NAM) serves as your Funds investment adviser.
Nuveen Investments, Inc. (Nuveen), the parent
company of NAM, recently announced its intention to be acquired
by investors led by Madison Dearborn Partners, LLC, and to
thereby become a privately-held company. In the event this takes
place, securities laws require your Funds shareholders to
approve a new investment management agreement between NAM and
the Fund;
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(2)
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Approval of a New Investment Sub-Advisory
Agreement. For certain Funds, NAM has retained
one or more sub-advisers to manage all or a portion of such
funds assets. In the event the transaction described in
(1) above takes place, securities laws require shareholders of
those funds to approve a new sub-advisory agreement between NAM
and each sub-adviser;
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(3)
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Approval of an Additional Sub-Advisory Agreement for each
Fund sub-advised by Gateway. For those Funds
where Gateway Investment Advisers, L.P. (Gateway)
serves as a sub-adviser, securities laws require shareholders of
those funds to approve an additional new sub-advisory agreement
between NAM and Gateway in the event Gateways anticipated
acquisition by Natixis Global Asset Management, L.P. takes place
as described in the enclosed proxy statement.
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(4)
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Approval of Fund Board Nominees. Each
year, you and other Fund shareholders must approve the election
of Board members to serve on your Funds Board. This is a
requirement for all funds that list their common shares on a
stock exchange. Certain of the Funds described in this proxy
statement are holding their annual shareholders meeting at which
Board members will be elected. The list of specific nominees for
those Funds is contained in the enclosed proxy
statement; and
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(5)
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Ratification of Independent Registered Public Accounting
Firm. This year, you and other Fund shareholders
are being asked to ratify the selection of the independent
registered public accounting firm. Ernst and Young LLP or
PricewaterhouseCoopers LLP, as applicable, has been selected to
serve as your Funds independent registered public
accounting firm.
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Your Funds Board, including the independent Board members,
unanimously recommends that you vote FOR each proposal. |
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Your vote is very important. We encourage you as a
shareholder to participate in your Funds governance by
returning your vote as soon as possible. If enough shareholders
do not cast their votes, your Fund may not be able to hold its
meeting or the vote on each issue, and will be required to incur
additional solicitation costs in order to obtain sufficient
shareholder participation. |
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How will I as a Fund shareholder be affected if Nuveen
becomes a privately-held company? |
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Your Fund investment will not change as a result of NAMs
change of ownership. You will still own the same Fund shares and
the underlying value of those shares will not change as a result
of the transaction. NAM will continue to manage your Fund
according to the same objectives and policies as before, and
does not anticipate any significant changes to its operations. |
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Will there be any important differences between my
Funds new investment management agreement and sub-advisory
agreement, as applicable, and the current agreements? |
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No. The terms of the new and current agreements are
substantially identical. There will be no change in the fees you
pay, who manages your Fund, your Funds objectives and
policies, or your Funds day-to-day management. |
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What will happen if shareholders do not approve the new
investment management agreement or sub-advisory agreement? |
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NAM and your Funds sub-adviser(s), as applicable, will
continue to manage your Fund under an interim investment
management agreement and an interim sub-advisory agreement, but
must place their compensation for their services during this
interim period in escrow, pending shareholder approval. For the
Funds where Gateway serves as a sub-adviser, if shareholders do
not approve the additional new sub-advisory agreement with
Gateway, your Funds Board will take such actions as it
deems to be in the best interests of your Fund. This is
discussed in more detail in the proxy statement. Your
Funds Board urges you to vote without delay in order to
avoid potential disruption to the Funds operations. |
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Who do I call if I have questions? |
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If you need any assistance, or have any questions regarding the
proposals or how to vote your shares, please call Computershare
Fund Services, your Fund proxy solicitor, at
866-434-7510
with your proxy material. |
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How do I vote my shares? |
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You can vote your shares by completing and signing the enclosed
proxy card, and mailing it in the enclosed postage-paid
envelope. Alternatively, you may vote by telephone by calling
the toll-free number on the proxy card or by computer by going
to the Internet address provided on the proxy card and following
the instructions, using your proxy card as a guide. |
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Will anyone contact me? |
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You may receive a call from Computershare Fund Services,
the proxy solicitor hired by the Funds, to verify that you
received your proxy materials, to answer any questions you may
have about the proposals and to encourage you to vote your proxy. |
333 West Wacker
Drive
Chicago, Illinois 60606
(800) 257-8787
Notice of Annual Meeting
of Shareholders
August 27,
2007
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Floating Rate Income Opportunity Fund (JRO)
Nuveen
Tax-Advantaged Floating Rate Fund (JFP)
Nuveen
Senior Income Fund (NSL)
Notice of Special Meeting
of Shareholders
Nuveen
Real Estate Income Fund (JRS)
Nuveen
Diversified Dividend and Income Fund (JDD)
Nuveen
Equity Premium and Growth Fund (JPG)
Nuveen
Equity Premium Advantage Fund (JLA)
Nuveen
Equity Premium Income Fund (JPZ)
Nuveen
Equity Premium Opportunity Fund (JSN)
Nuveen
Quality Preferred Income Fund (JTP)
Nuveen
Quality Preferred Income Fund 2 (JPS)
Nuveen
Quality Preferred Income Fund 3 (JHP)
Nuveen
Tax-Advantaged Total Return Strategy Fund (JTA)
Nuveen
Global Government Enhanced Income Fund (JGG)
Nuveen
Global Value Opportunities Fund (JGV)
Nuveen
Multi-Strategy Income and Growth Fund (JPC)
Nuveen
Multi-Strategy Income and Growth Fund 2 (JQC)
Nuveen
Core Equity Alpha Fund (JCE)
Nuveen
Multi-Currency Short-Term Government Income Fund (JGT)
Nuveen
Tax-Advantaged Dividend Growth Fund (JTD)
To the
Shareholders of the Above Funds:
Notice is hereby given that an Annual Meeting of Shareholders
(the Annual Meeting) of Nuveen Floating Rate Income
Fund (Floating Rate), Nuveen Floating Rate Income
Opportunity Fund (Floating Rate Income Opportunity),
Nuveen Tax-Advantaged Floating Rate Fund (Tax-Advantaged
Floating Rate) and Nuveen Senior Income Fund (Senior
Income) and notice is hereby given that a Special Meeting
of Shareholders (the Special Meeting, collectively
with the Annual Meeting, the Meeting) of Nuveen Real
Estate Income Fund (Real Estate), Nuveen Diversified
Dividend and Income Fund (Diversified Dividend),
Nuveen Equity Premium and Growth Fund (Equity
Premium), Nuveen Equity Premium Advantage Fund
(Equity Premium Advantage), Nuveen Equity Premium
Income Fund (Equity Premium Income), Nuveen Equity
Premium Opportunity Fund (Equity Premium
Opportunity), Nuveen Quality Preferred Income Fund
(Quality Preferred), Nuveen Quality Preferred Income
Fund 2 (Quality Preferred 2), Nuveen Quality
Preferred Income Fund 3 (Quality Preferred 3),
Nuveen Tax-Advantaged Total Return Strategy Fund (Total
Return), Nuveen Global Government Enhanced Income Fund
(Global Government), Nuveen Global Value
Opportunities Fund (Global Value), Nuveen
Multi-Strategy Income and Growth Fund (Multi-Strategy
Income), Nuveen Multi-Strategy Income and Growth
Fund 2 (Multi-Strategy Income 2), Nuveen Core
Equity Alpha
Fund (Core Equity Alpha), Nuveen Multi-Currency
Short-Term Government Income Fund (Multi-Currency
Short-Term) and Nuveen Tax-Advantaged Dividend Growth Fund
(Tax-Advantaged Dividend Growth), each a
Massachusetts business trust (individually, a Fund
and collectively, the Funds), will be held (along
with meetings of shareholders of several other Nuveen funds) in
the 31st floor conference room of Nuveen Investments,
333 West Wacker Drive, Chicago, Illinois 60606, on Friday,
October 12, 2007, at 10:00 a.m., Central time, for the
following purposes and to transact such other business, if any,
as may properly come before the Meeting:
Matters
to Be Voted on by Shareholders:
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To approve a new investment management agreement between each
Fund and Nuveen Asset Management (NAM), each
Funds investment adviser.
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2.
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To approve a new sub-advisory agreement between NAM and each
sub-adviser as outlined below:
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a.
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(For shareholders of Equity Premium, Equity Premium Advantage,
Equity Premium Income and Equity Premium Opportunity only) to
approve a new sub-advisory agreement between NAM and Gateway
Investment Advisers, L.P.;
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b.
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(For shareholders of Core Equity Alpha only) to approve a new
sub-advisory agreement between NAM and Enhanced Investment
Technologies, LLC;
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c.
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(For shareholders of Diversified Dividend, Total Return and
Tax-Advantaged Dividend Growth only) to approve a new
sub-advisory agreement between NAM and NWQ Investment Management
Company, LLC;
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d.
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(For shareholders of Tax-Advantaged Dividend Growth only) to
approve a new sub-advisory agreement between NAM and
Santa Barbara Asset Management, LLC;
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e.
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(For shareholders of Real Estate and Diversified Dividend only)
to approve a new sub-advisory agreement between NAM and Security
Capital Research & Management Incorporated;
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f.
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(For shareholders of Tax-Advantaged Floating Rate, Quality
Preferred, Quality Preferred 2, Quality Preferred 3,
Multi-Strategy Income and Multi-Strategy Income 2 only) to
approve a new sub-advisory agreement between NAM and Spectrum
Asset Management, Inc.;
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g.
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(For shareholders of Floating Rate, Floating Rate Income
Opportunity, Senior Income, Diversified Dividend, Total Return,
Multi-Strategy Income and Multi-Strategy Income 2
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only) to approve a new sub-advisory agreement between NAM and
Symphony Asset Management LLC;
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h.
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(For shareholders of Global Value, Multi-Strategy Income and
Multi-Strategy Income 2 only) to approve a new sub-advisory
agreement between NAM and Tradewinds Global Investors,
LLC; and
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i.
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(For shareholders of Diversified Dividend only) to approve a new
sub-advisory agreement between NAM and Wellington Management
Company, LLP.
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3.
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For shareholders of Equity Premium, Equity Premium Advantage,
Equity Premium Income and Equity Premium Opportunity only, to
approve a new sub-advisory agreement between NAM and Gateway
Investment Advisers, LLC.
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4.
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To elect four (4) members to the Board of Trustees (each a
Board and each Trustee a Board Member)
of Floating Rate, Floating Rate Income Opportunity,
Tax-Advantaged Floating Rate and Senior Income as outlined below:
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a.
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two (2) Board Members to be elected for a three-year term
by the holders of Common Shares and Taxable Auctioned Preferred
Shares for Senior Income and FundPreferred Shares for Floating
Rate, Floating Rate Income Opportunity and Tax-Advantaged
Floating Rate (collectively, Preferred Shares),
voting together as a single class; and
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b.
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two (2) Board Members to be elected for a one-year term by
the holders of Preferred Shares only, voting separately as a
single class.
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5. |
To ratify the selection of independent registered public
accounting firm for the current fiscal year as outlined below:
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a.
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For all Funds, except Equity Premium, Equity Premium Advantage,
Equity Premium Income, Equity Premium Opportunity, Core Equity
Alpha, Global Government, Global Value, and Multi-Currency
Short-Term, to ratify the selection of Ernst & Young
LLP as independent registered public accounting firm for the
current fiscal year; and
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b.
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For Equity Premium, Equity Premium Advantage, Equity Premium
Income, Equity Premium Opportunity, Core Equity Alpha, Global
Government, Global Value and Multi-Currency Short-Term, to
ratify the selection of PricewaterhouseCoopers LLP as
independent registered public accounting firm for the current
fiscal year.
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To transact such other business as may properly come before the
Meeting.
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Shareholders of record at the close of business on
August 1, 2007 are entitled to notice of and to vote at the
Meeting.
All shareholders are cordially invited to attend the Meeting.
In order to avoid delay and additional expense, and to assure
that your shares are represented, please vote as promptly as
possible, regardless of whether or not you plan to attend the
Meeting. You may vote by mail, telephone or over the Internet.
To vote by mail, please mark, sign, date and mail the enclosed
proxy card. No postage is required if mailed in the United
States. To vote by telephone, please call the toll-free number
located on your proxy card and follow the recorded instructions,
using your proxy card as a guide. To vote over the Internet, go
to the Internet address provided on your proxy card and follow
the instructions, using your proxy card as a guide.
Kevin J. McCarthy
Vice President and Secretary
333 West Wacker
Drive
Chicago, Illinois 60606
(800) 257-8787
Joint
Proxy Statement
August 27,
2007
This Joint Proxy Statement is first being mailed to shareholders
on or about August 27, 2007.
Nuveen
Floating Rate Income Fund (JFR)
Nuveen
Floating Rate Income Opportunity Fund (JRO)
Nuveen
Tax-Advantaged Floating Rate Fund (JFP)
Nuveen
Senior Income Fund (NSL)
Nuveen
Real Estate Income Fund (JRS)
Nuveen
Diversified Dividend and Income Fund (JDD)
Nuveen
Equity Premium and Growth Fund (JPG)
Nuveen
Equity Premium Advantage Fund (JLA)
Nuveen
Equity Premium Income Fund (JPZ)
Nuveen
Equity Premium Opportunity Fund (JSN)
Nuveen
Quality Preferred Income Fund (JTP)
Nuveen
Quality Preferred Income Fund 2 (JPS)
Nuveen
Quality Preferred Income Fund 3 (JHP)
Nuveen
Tax-Advantaged Total Return Strategy Fund (JTA)
Nuveen
Global Government Enhanced Income Fund (JGG)
Nuveen
Global Value Opportunities Fund (JGV)
Nuveen
Multi-Strategy Income and Growth Fund (JPC)
Nuveen
Multi-Strategy Income and Growth Fund 2 (JQC)
Nuveen
Core Equity Alpha Fund (JCE)
Nuveen
Multi-Currency Short-Term Government Income Fund (JGT)
Nuveen
Tax-Advantaged Dividend Growth Fund (JTD)
General
Information
This Joint Proxy Statement is furnished in connection with the
solicitation by the Board of Trustees (each a Board
and collectively, the Boards, and each Trustee a
Board Member and collectively, the Board
Members) of Nuveen Floating Rate Income Fund
(Floating Rate), Nuveen Floating Rate Income
Opportunity Fund (Floating Rate Income Opportunity),
Nuveen Tax-Advantaged Floating Rate Fund (Tax-Advantaged
Floating Rate), Nuveen Senior Income Fund (Senior
Income), Nuveen Real Estate Income Fund (Real
Estate), Nuveen Diversified Dividend and Income Fund
(Diversified Dividend), Nuveen Equity Premium and
Growth Fund (Equity Premium), Nuveen Equity Premium
Advantage Fund (Equity Premium Advantage), Nuveen
Equity Premium Income Fund (Equity Premium Income),
Nuveen Equity Premium Opportunity Fund (Equity Premium
Opportunity), Nuveen Quality Preferred Income Fund
(Quality Preferred), Nuveen Quality Preferred Income
Fund 2 (Quality Preferred 2), Nuveen Quality
Preferred Income Fund 3 (Quality Preferred 3),
Nuveen Tax-Advantaged Total Return Strategy Fund (Total
Return), Nuveen Global Government Enhanced Income Fund
(Global Government), Nuveen Global Value
Opportunities Fund (Global Value), Nuveen
Multi-Strategy Income and Growth Fund (Multi-Strategy
Income), Nuveen Multi-Strategy Income and Growth
Fund 2 (Multi-Strategy Income 2), Nuveen Core
Equity Alpha Fund (Core Equity Alpha), Nuveen
Multi-Currency Short-Term Government Income Fund
(Multi-Currency Short-Term) and Nuveen
Tax-Advantaged Dividend Growth Fund (Tax-Advantaged
Dividend
1
Growth), each a Massachusetts business trust (each a
Fund and collectively, the Funds), of
proxies to be voted at an Annual Meeting of Shareholders for
Floating Rate, Floating Rate Income Opportunity, Tax-Advantaged
Floating Rate and Senior Income or a Special Meeting of
Shareholders for all other Funds to be held (along with meetings
of shareholders of several other Nuveen funds) in the
31st floor conference room of Nuveen Investments,
333 West Wacker Drive, Chicago, Illinois 60606, on Friday,
October 12, 2007, at 10:00 a.m., Central time, (for each
Fund, a Meeting and collectively, the
Meetings), and at any and all adjournments thereof.
On the matters coming before each Meeting as to which a choice
has been specified by shareholders on the proxy, the shares will
be voted accordingly. If a properly executed proxy is returned
and no choice is specified, the shares will be voted FOR
approval of the new investment management agreement, FOR
approval of the new sub-advisory agreement, FOR the
election of the nominees as listed in this Joint Proxy Statement
and FOR the ratification of the selection of the
independent registered public accounting firm. Shareholders who
execute proxies may revoke them at any time before they are
voted by filing with that Fund a written notice of revocation,
by delivering a duly executed proxy bearing a later date or by
attending the Meeting and voting in person. Merely attending the
Meeting, however, will not revoke any previously submitted proxy.
The Board of each Fund has determined that the use of this Joint
Proxy Statement for each Meeting is in the best interest of each
Fund and its shareholders in light of the similar matters being
considered and voted on by the shareholders.
2
The following table indicates which shareholders are solicited
with respect to each matter:
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Matter
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Common
Shares
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Preferred
Shares(1),(2)
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1.
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To approve a new investment
management agreement between Nuveen Asset Management
(NAM or the Adviser) and the Fund
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X
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X
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2.
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To approve a new sub-advisory
agreement between NAM and each sub-adviser below:
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2a.
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For shareholders of Equity
Premium(2),
Equity Premium
Advantage(2),
Equity Premium
Income(2)
and Equity Premium
Opportunity(2)
only to approve a new sub-advisory agreement between NAM and
Gateway Investment Advisers, L.P. (Gateway);
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X
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2b.
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For shareholders of Core Equity
Alpha(2)
only to approve a new sub-advisory agreement between NAM and
Enhanced Investment Technologies, LLC (INTECH);
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X
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2c.
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For shareholders of Diversified
Dividend, Total Return and Tax-Advantaged Dividend
Growth(2)
only to approve a new sub-advisory agreement between NAM and NWQ
Investment Management Company, LLC (NWQ);
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X
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X
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2d.
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For shareholders of Tax-Advantaged
Dividend
Growth(2)
only to approve a new sub-advisory agreement between NAM and
Santa Barbara Asset Management, LLC (SBAM);
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X
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2e.
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For shareholders of Real Estate and
Diversified Dividend only to approve a new sub-advisory
agreement between NAM and Security Capital Research &
Management Incorporated (Security Capital);
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X
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X
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2f.
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For shareholders of Tax-Advantaged
Floating Rate, Quality Preferred, Quality Preferred 2, Quality
Preferred 3, Multi-Strategy Income and Multi-Strategy Income 2
only to approve a new sub-advisory agreement between NAM and
Spectrum Asset Management, Inc. (Spectrum);
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X
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X
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2g.
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For shareholders of Floating Rate,
Floating Rate Income Opportunity, Senior Income, Diversified
Dividend, Total Return, Multi-Strategy Income and Multi-Strategy
Income 2 only to approve a new sub-advisory agreement between
NAM and Symphony Asset Management LLC (Symphony);
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X
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X
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2h.
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For shareholders of Global
Value(2),
Multi-Strategy Income and Multi-Strategy Income 2 only to
approve a new sub-advisory agreement between NAM and Tradewinds
Global Investors, LLC (Tradewinds); and
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X
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X
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3
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Matter
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Common
Shares
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Preferred
Shares(1),(2)
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2i.
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For shareholders of Diversified
Dividend only to approve a new sub-advisory agreement between
NAM and Wellington Management Company, LLP
(Wellington)
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X
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X
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3.
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For shareholders of Equity
Premium(2),
Equity Premium
Advantage(2),
Equity Premium
Income(2)
and Equity Premium
Opportunity(2)
only, to approve a new sub-advisory agreement between NAM and
Gateway Investment Advisers, LLC (New Gateway)
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X
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4a.
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For Floating Rate, Floating Rate
Income Opportunity, Tax-Advantaged Floating Rate and Senior
Income, election of two (2) Board Members for a
three-year term by all shareholders
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X
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X
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4b.
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For Floating Rate, Floating Rate
Income Opportunity, Tax-Advantaged Floating Rate and Senior
Income, election of two (2) Board Members for a
one-year term by Preferred Shares only
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X
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5.
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To ratify the selection of
independent registered public accounting firm
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X
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X
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(1)
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Taxable Auctioned Preferred Shares for Senior Income and
FundPreferred shares for Floating Rate, Floating Rate Income
Opportunity, Tax-Advantaged Floating Rate, Real Estate,
Diversified Dividend, Quality Preferred, Quality Preferred 2,
Quality Preferred 3, Total Return, Multi-Strategy Income and
Multi-Strategy Income 2 are referred to as Preferred
Shares.
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(2)
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Equity Premium, Equity Premium Advantage, Equity Premium Income,
Equity Premium Opportunity, Global Government, Global Value,
Core Equity Alpha, Multi-Currency Short-Term and Tax-Advantaged
Dividend Growth have not issued Preferred Shares.
|
A quorum of shareholders is required to take action at each
Meeting. A majority of the shares entitled to vote at each
Meeting, represented in person or by proxy, will constitute a
quorum of shareholders at that Meeting, except that for the
election of the two Board Member nominees to be elected by
holders of Preferred Shares of each Fund,
331/3%
of the Preferred Shares entitled to vote and represented in
person or by proxy will constitute a quorum. Votes cast by proxy
or in person at each Meeting will be tabulated by the inspectors
of election appointed for that Meeting. The inspectors of
election will determine whether or not a quorum is present at
the Meeting. The inspectors of election will treat abstentions
and broker non-votes (i.e., shares held by brokers
or nominees, typically in street name, as to which
(i) instructions have not been received from the beneficial
owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular
matter) as present for purposes of determining a quorum.
For purposes of determining the approval of any new investment
management agreement, sub-advisory agreement and ratification of
the selection of the independent registered public accounting
firm, abstentions and broker non-votes will have the same effect
as shares voted against the proposal. For purposes of
determining the approval of the proposal to elect nominees,
abstentions and broker non-votes will have no effect on the
election of Board
4
Members. The details of the proposals to be voted on by the
shareholders of each Fund and the vote required for approval of
the proposals are set forth under the description of the
proposals below.
Preferred Shares held in street name as to which
voting instructions have not been received from the beneficial
owners or persons entitled to vote as of one business day before
the Meeting, or, if adjourned, one business day before the day
to which the Meeting is adjourned, and that would otherwise be
treated as broker non-votes may, pursuant to
Rule 452 of the New York Stock Exchange, be voted by the
broker on the proposal in the same proportion as the votes cast
by all Preferred shareholders as a class who have voted on the
proposal or in the same proportion as the votes cast by all
Preferred shareholders of the Fund who have voted on that item.
Rule 452 permits proportionate voting of Preferred Shares
with respect to a particular item if, among other things,
(i) a minimum of 30% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the
holders of such shares with respect to such item and
(ii) less than 10% of the Preferred Shares or shares of a
series of Preferred Shares outstanding has been voted by the
holders of such shares against such item. For the purpose of
meeting the 30% test, abstentions will be treated as shares
voted and for the purpose of meeting the 10% test,
abstentions will not be treated as shares voted
against the item.
Those persons who were shareholders of record at the close of
business on August 1, 2007 (the Record Date),
will be entitled to one vote for each share held and a
proportionate fractional vote for each fractional share held. As
of the Record Date, the shares of the Funds were issued and
outstanding as follows:
|
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Fund
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|
Ticker
Symbol*
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|
Common
Shares
|
|
Preferred
Shares
|
|
|
|
|
|
|
Floating Rate
|
|
JFR
|
|
|
47,395,206
|
|
|
Series M
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
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|
Series T
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|
4,000
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|
|
|
|
|
|
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|
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Series W
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|
4,000
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|
|
|
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Series F
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|
4,000
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|
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Floating Rate Income
|
|
JRO
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|
28,419,321
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|
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Series M
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3,200
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|
|
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|
Opportunity
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Series TH
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|
3,200
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|
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|
|
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|
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Series F
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3,200
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Tax-Advantaged Floating Rate
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JFP
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13,857,647
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Series TH
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3,120
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Senior Income
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NSL
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29,834,352
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Series TH
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3,120
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|
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Real Estate
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|
JRS
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|
28,259,132
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|
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Series M
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1,720
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|
|
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Series T
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1,720
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Series W
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1,720
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Series F
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1,720
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Diversified Dividend
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JDD
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16,536,342
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Series T
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2,400
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Series W
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2,400
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Equity Premium
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JPG
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|
20,202,819
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N/A
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|
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Equity Premium Advantage
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JLA
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|
26,114,540
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N/A
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Equity Premium Income
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JPZ
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38,682,086
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N/A
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Equity Premium Opportunity
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JSN
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66,537,837
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N/A
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5
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|
|
|
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Fund
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Ticker
Symbol*
|
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Common
Shares
|
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Preferred Shares
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Quality Preferred
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JTP
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64,557,648
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Series M
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3,520
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Series T
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3,520
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Series W
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3,520
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Series TH
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3,520
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Series F
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3,520
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Quality Preferred 2
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JPS
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119,845,698
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Series M
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4,800
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Series T
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4,800
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|
|
|
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Series T2
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4,000
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Series W
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4,800
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|
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|
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Series TH
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|
4,800
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Series TH2
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|
4,000
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|
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Series F
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|
|
4,800
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Quality Preferred 3
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|
JHP
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|
|
23,686,571
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Series M
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|
3,320
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Series TH
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|
3,320
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Total Return
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JTA
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13,958,267
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Series W
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|
1,800
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Global Government
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JGG
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9,330,610
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N/A
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Global Value
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JGV
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19,355,240
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N/A
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Multi-Strategy Income
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|
JPC
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|
99,714,627
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Series M
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4,720
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Series T
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4,720
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Series W
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4,720
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Series TH
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4,720
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Series F
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4,720
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Series F2
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4,720
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Multi-Strategy Income 2
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|
JQC
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|
140,495,800
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Series M
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|
3,860
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|
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Series M2
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|
3,860
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Series T
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3,860
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|
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Series T2
|
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|
3,860
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|
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|
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Series W
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3,860
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|
|
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|
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|
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Series W2
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|
|
3,860
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Series TH
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|
3,860
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|
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|
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Series TH2
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|
3,860
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Series F
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|
3,860
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Series F2
|
|
|
3,860
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Core Equity Alpha
|
|
JCE
|
|
|
16,471,485
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N/A
|
|
|
|
|
|
|
|
|
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|
Multi-Currency Short-Term
|
|
JGT
|
|
|
44,467,792
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|
N/A
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged Dividend Growth
|
|
JTD
|
|
|
14,225,240
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|
|
N/A
|
|
|
|
|
|
|
|
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|
|
* |
The common shares of all of the Funds are listed on the New York
Stock Exchange, except the common shares of JRS, which are
listed on the American Stock Exchange.
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|
|
1.
|
Approval
of the New Investment Management Agreements
|
Background
Under an investment management agreement between the Adviser and
each Fund (each, an Original Investment Management
Agreement and collectively, the Original Investment
6
Management Agreements), NAM has served as each Funds
investment adviser and has been responsible for each Funds
overall investment strategy and its implementation. The date of
each Funds Original Investment Management Agreement and
the date on which it was last approved by shareholders and
approved for continuance by the Board are provided in
Appendix B. NAM is a wholly-owned subsidiary of Nuveen
Investments, Inc. (Nuveen). Nuveen is currently a
publicly traded company.
On June 19, 2007, Nuveen entered into a merger agreement
(the Transaction Agreement) providing for the
acquisition of Nuveen by Windy City Investments, Inc.
(Windy City), a corporation formed by investors led
by Madison Dearborn Partners, LLC (MDP), a private
equity investment firm based in Chicago, Illinois (the
Transaction). Windy City is controlled by MDP on
behalf of the Madison Dearborn Capital Partner V funds. Other
owners of Windy City include Merrill Lynch & Co.s
Global Private Equity group and affiliates (including private
equity funds) of Wachovia, Citigroup and Deutsche Bank. If the
Transaction is completed, Nuveen will become a wholly-owned
subsidiary of Windy City and Nuveen will become a privately-held
company. Completion of the Transaction is subject to a number of
conditions, including obtaining approval of Nuveens
stockholders and obtaining consent to the Transaction by a
certain percentage of NAMs clients representing at least
80% of annualized revenue (which includes fund shareholder
approval of new investment management agreements with NAM).
Nuveen and Windy City currently expect to complete the
Transaction in the fourth quarter of 2007.
Upon completion of the Transaction, it is anticipated that
Merrill Lynch will be an indirect affiliated person
(as that term is defined in the Investment Company Act of 1940,
as amended (the 1940 Act)) of each Fund. As a
result, each Fund would then generally be prohibited from
entering into principal transactions with Merrill Lynch and
certain of its affiliates. NAM does not believe that any such
prohibition or limitation would have a materially adverse effect
on any Funds ability to pursue its investment objective
and policies.
Nuveen is relying on Section 15(f) of the 1940 Act.
Section 15(f) provides in substance that when a sale of a
controlling interest in an investment adviser occurs, the
investment adviser or any of its affiliated persons may receive
any amount or benefit in connection with the sale so long as two
conditions are satisfied. The first condition of
Section 15(f) is that, during the three-year period
following the consummation of a transaction, at least 75% of the
investment companys board of directors must not be
interested persons (as defined in the 1940 Act) of
the investment adviser or predecessor adviser. Each of the Funds
currently meets this test. Second, an unfair burden
(as defined in the 1940 Act, including any interpretations or
no-action letters of the Securities and Exchange Commission (the
SEC)) must not be imposed on the investment company
as a result of the transaction relating to the sale of such
interest, or any express or implied terms, conditions or
understandings applicable thereto. The term unfair
burden (as defined in the 1940 Act) includes any
arrangement, during the two-year period after the transaction,
whereby the investment adviser (or predecessor or successor
adviser), or any interested person (as defined in
the 1940 Act) of such an adviser, receives or is entitled to
receive any compensation directly or indirectly, from the
investment company or its security holders (other than fees for
bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or
other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal
underwriter for the investment company). Under the Transaction
Agreement, Windy City acknowledges Nuveens reliance on
Section 15(f) of the 1940 Act and has agreed that it and
its affiliates (as
7
defined in the Transaction Agreement) shall conduct its business
and use commercially reasonable efforts to enable the provisions
of Section 15(f) to be true in relation to the Funds.
In addition, to help ensure that an unfair burden is not imposed
on the Funds, Nuveen has committed for a period of two years
from the date of the closing of the Transaction (i) not to
increase gross management fees for any Fund; (ii) not to
reduce voluntary expense reimbursement levels for any Fund from
their currently scheduled prospective levels during that period;
(iii) that no Fund whose portfolio is managed by a Nuveen
affiliate shall use Merrill Lynch as a broker with respect to
portfolio transactions done on an agency basis, except as may be
approved in the future by the Compliance Committee of the Board;
and (iv) that each adviser/portfolio team affiliated with
Nuveen shall not cause the Funds (or sleeves thereof) and other
Nuveen funds that the team manages, as a whole, to enter into
portfolio transactions with or through the other minority owners
of Nuveen, on either a principal or an agency basis, to a
significantly greater extent than both what one would expect an
investment team to use such firm in the normal course of
business, and what such team has historically done, without
prior Board or Compliance Committee approval (excluding the
impact of proportionally increasing the use of such other
minority owners to fill the void necessitated by not
being able to use Merrill Lynch).
Each Original Investment Management Agreement, as required by
Section 15 of the 1940 Act, provides for its automatic
termination in the event of its assignment (as
defined in the 1940 Act). Any change in control of the Adviser
is deemed to be an assignment. The consummation of the
Transaction will result in a change in control of the Adviser
and therefore cause the automatic termination of each Original
Investment Management Agreement, as required by the 1940 Act.
In anticipation of the Transaction, each Funds Board met
in person at a joint meeting on July 31, 2007 for purposes
of, among other things, considering whether it would be in the
best interests of each Fund and its shareholders to approve a
new investment management agreement between the Fund and NAM in
substantially the same form as the Original Investment
Management Agreement to take effect immediately after the
Transaction or shareholder approval, whichever is later (each a
New Investment Management Agreement and
collectively, the New Investment Management
Agreements). The form of the New Investment Management
Agreement is attached hereto as Appendix C.
The 1940 Act requires that each New Investment Management
Agreement be approved by the Funds shareholders in order
for it to become effective. At the July 31, 2007 Board
meeting, and for the reasons discussed below (see Board
Considerations after proposal 2), each Board,
including the Board Members who are not parties to the Original
Investment Management Agreements, New Investment Management
Agreements or any sub-advisory agreement entered into by the
Adviser with respect to any Fund or who are not interested
persons of the Funds or the Adviser as defined in the 1940
Act (the Independent Board Members), unanimously
approved the New Investment Management Agreement and unanimously
recommended its approval by shareholders in order to assure
continuity of investment advisory services to the Fund after the
Transaction. In the event shareholders of a Fund do not approve
the New Investment Management Agreement at the Meeting or any
adjournment thereof prior to the closing of the Transaction, an
interim investment management agreement between the Adviser and
each such Fund (each, an Interim Investment Management
Agreement and collectively, the Interim Investment
Management Agreements) will take effect upon the closing
of the Transaction.
8
At the July 31, 2007 meeting, each Board, including the
Independent Board Members, also unanimously approved the Interim
Investment Management Agreements in order to assure continuity
of investment advisory services to the Funds after the
Transaction. The terms of each Interim Investment Management
Agreement are substantially identical to those of the Original
Investment Management Agreements and New Investment Management
Agreements, except for the term and escrow provisions described
below. If a Funds shareholders have not approved a New
Investment Management Agreement prior to the Transaction, an
Interim Investment Management Agreement will take effect upon
the closing of the Transaction and will continue in effect for a
term ending on the earlier of 150 days from the closing of
the Transaction (the
150-day
period) or when shareholders of a Fund approve the New
Investment Management Agreement. Pursuant to
Rule 15a-4
under the 1940 Act, compensation earned by the Adviser under an
Interim Investment Management Agreement will be held in an
interest-bearing escrow account. If shareholders of a Fund
approve the New Investment Management Agreement prior to the end
of the
150-day
period, the amount held in the escrow account under the Interim
Investment Management Agreement will be paid to the Adviser. If
shareholders of a Fund do not approve the New Investment
Management Agreement prior to the end of the
150-day
period, the Board will take such action as it deems to be in the
best interests of the Fund and its shareholders, and the Adviser
will be paid the lesser of its costs incurred in performing its
services under the Interim Investment Management Agreement or
the total amount in the escrow account, plus interest earned.
Comparison of
Original Investment Management Agreement and New Investment
Management Agreement
The terms of each New Investment Management Agreement, including
fees payable to the Adviser by the Fund thereunder, are
substantially identical to those of the Original Investment
Management Agreement, except for the date of effectiveness.
There is no change in the fee rate payable by each Fund to the
Adviser. If approved by shareholders of a Fund, the New
Investment Management Agreement for the Fund will expire on
August 1, 2008, unless continued. Each New Investment
Management Agreement will continue in effect from year to year
thereafter if such continuance is approved for the Fund at least
annually in the manner required by the 1940 Act and the rules
and regulations thereunder. Below is a comparison of certain
terms of the Original Investment Management Agreement to the
terms of the New Investment Management Agreement.
Investment Management Services. The investment
management services to be provided by the Adviser to each Fund
under the New Investment Management Agreements will be identical
to those services currently provided by the Adviser to each Fund
under the Original Investment Management Agreements. Both the
Original Investment Management Agreements and New Investment
Management Agreements provide that the Adviser shall manage the
investment and reinvestment of the Funds assets in
accordance with the Funds investment objective and
policies and limitations and administer the Funds affairs
to the extent requested by and subject to the oversight of the
Funds Board. In addition, the investment management
services will be provided by the same Adviser personnel under
the New Investment Management Agreements as under the Original
Investment Management Agreements. The Adviser does not
anticipate that the Transaction will have any adverse effect on
the performance of its obligations under the New Investment
Management Agreements.
9
Fees. Under each Original Investment Management
Agreement and New Investment Management Agreement, the Fund pays
to the Adviser an investment management fee that consists of two
componentsa fund-level fee, calculated by applying a
Fund-specific breakpoint fee schedule that pays progressively
reduced fee rates at increased Fund-specific asset levels to the
average daily managed assets (which includes assets attributable
to all types of leverage used in leveraged funds) of that
individual Fund, and a complex-level fee, calculated by applying
a fee rate based on the aggregate managed assets of all
Nuveen-branded closed-end and open-end registered investment
companies organized in the United States to a complex-wide fee
schedule that would pay ever-reducing effective fee rates at
increasing complex-wide assets, multiplied by that Funds
average daily managed assets. The investment management fee paid
by each Fund equals the sum of the fund-level fee and
complex-level fee calculated for that Fund.
The fee schedules for the fund-level fee and complex-level fee
breakpoint schedules under the New Investment Management
Agreements for each Fund are identical to the fund-level fee and
complex-level fee breakpoint schedules under the Original
Investment Management Agreements. The annual fund-level fee
schedule for each Fund under the Original Investment Management
Agreements and the New Investment Management Agreements, the
fees paid by each Fund to the Adviser during each Funds
last fiscal year and the Funds net assets as of
June 30, 2007 are set forth in Appendix D to this
Proxy Statement. The fee schedule for the complex-level
component is the same for each Fund under both the Original
Investment Management Agreements and New Investment Management
Agreements and is also set forth in Appendix D. That
complex-wide fee schedule was recently reduced with an effective
date of August 20, 2007, as reflected in Appendix D.
Payment of Expenses. Under each Original Investment
Management Agreement and each New Investment Management
Agreement, the Adviser shall furnish office facilities and
equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Funds
transfer agent) for the Fund.
Limitation on Liability. The Original Investment
Management Agreements and New Investment Management Agreements
provide that the Adviser will not be liable for any loss
sustained by reason of the purchase, sale or retention of any
security, whether or not such purchase, sale or retention shall
have been based upon the investigation and research made by any
other individual, firm or corporation, if such recommendation
shall have been selected with due care and in good faith, except
loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its
obligations and duties, or by reason of its reckless disregard
of its obligations and duties under the Agreement.
Continuance. The Original Investment Management
Agreement of each Fund originally was in effect for an initial
term and could be continued thereafter for successive one-year
periods if such continuance was specifically approved at least
annually in the manner required by the 1940 Act. If the
shareholders of a Fund approve the New Investment Management
Agreement for that Fund, the New Investment Management Agreement
will expire on August 1, 2008, unless continued. The New
Investment Management Agreement may be continued for successive
one-year periods if approved at least annually in the manner
required by the 1940 Act.
Termination. The Original Investment Management
Agreement and New Investment Management Agreement for each Fund
provide that the Agreement may be terminated at any time
10
without the payment of any penalty by the Fund or Adviser on
sixty (60) days written notice to the other party. A
Fund may effect termination by action of the Board or by vote of
a majority of the outstanding voting securities of the Fund,
accompanied by appropriate notice.
Information about
the Adviser
NAM, a registered investment adviser, is a wholly-owned
subsidiary of Nuveen. Founded in 1898, Nuveen and its affiliates
had approximately $172 billion in assets under management
as of June 30, 2007. Nuveen is currently a publicly traded
company. Nuveen is currently listed on the New York Stock
Exchange and trades under the symbol JNC.
The principal occupation of the officers and directors of NAM is
shown in Appendix E. The business address of NAM, Nuveen
and each principal executive officer and director of NAM is
333 West Wacker Drive, Chicago, Illinois 60606.
Timothy Schwertfeger, Chairman of the Board, is currently a
Director and Non-Executive Chairman of Nuveen. Prior to
July 1, 2007, he was Chairman and CEO of Nuveen. In
addition to his interests as a stockholder of Nuveen,
Mr. Schwertfeger has interests in the Transaction. As a
result of the Transaction, Mr. Schwertfegers
outstanding options to acquire shares of Nuveen common stock
under various Nuveen stock option plans will be cashed out and
his outstanding shares of restricted stock (and deferred
restricted stock) granted under Nuveens equity incentive
plans will become fully vested and will be converted into the
right to receive a cash payment. Based on the number of options
and shares of restricted stock held by Mr. Schwertfeger as
of July 19, 2007, without regard to any deductions for
withholding taxes, his options and restricted stock are valued
at $118,621,561.61 and $29,405,661.18, respectively.
Mr. Schwertfeger has an employment agreement with Nuveen
which provides for certain payments to Mr. Schwertfeger if
his employment is terminated under the circumstances described
in such agreement. The appointment of another individual to
serve as Chief Executive Officer of Nuveen effective
July 1, 2007 gives Mr. Schwertfeger a basis to
terminate his employment agreement for good reason and the right
to receive the payments described therein. Windy City and
Mr. Schwertfeger have informed Nuveen that they have
reached an agreement in principle under which, among other
things, Mr. Schwertfeger would waive his rights upon a good
reason termination and Windy City would permit
Mr. Schwertfeger to purchase, on terms similar to MDP,
equity of Windy City or the surviving corporation after the
Transaction.
If Mr. Schwertfegers employment were to be terminated
immediately following the completion of the Transaction and
assuming that the Transaction were to be completed on
October 1, 2007, he would be entitled to severance payments
totaling $54,908,238.
If Mr. Schwertfeger were to retire on October 1, 2007,
under Nuveens Retirement Plan and Excess Benefit
Retirement Plan, the present value of his early retirement
benefits would be $4,691,653.
Shareholder
Approval
To become effective with respect to a particular Fund, the New
Investment Management Agreement must be approved by a vote of a
majority of the outstanding voting securities of the Fund, with
the Common and Preferred shareholders voting together as a
single class for those Funds that have issued Preferred Shares.
The vote of a majority of the outstanding voting
11
securities is defined in the 1940 Act as the lesser of the
vote of (i) 67% or more of the shares of the Fund entitled
to vote thereon present at the meeting if the holders of more
than 50% of such outstanding shares are present in person or
represented by proxy; or (ii) more than 50% of such
outstanding shares of the Fund entitled to vote thereon. Each
New Investment Management Agreement was approved by the Board of
the respective Fund after consideration of all factors which it
determined to be relevant to its deliberations, including those
discussed below. The Board of each Fund also determined to
submit the Funds New Investment Management Agreement for
consideration by the shareholders of the Fund.
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR approval of the New Investment
Management Agreement.
12
|
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2. Approval
of New Sub-Advisory Agreements |
|
Background
NAM entered into investment sub-advisory agreements (each, an
Original Sub-Advisory Agreement and collectively,
the Original Sub-Advisory Agreements) with various
sub-advisers (each a Sub-Adviser and collectively,
the Sub-Advisers) for each of the Funds, other than
Global Government and Multi-Currency Short-Term which are not
sub-advised, as set forth below (the Sub-Advised
Funds).
|
|
|
Fund
|
|
Sub-Adviser
|
|
|
Floating Rate
|
|
Symphony
|
Floating Rate Income Opportunity
|
|
Symphony
|
Tax-Advantaged Floating Rate
|
|
Spectrum
|
Senior Income
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|
Symphony
|
Real Estate
|
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Security Capital
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Diversified Dividend
|
|
NWQ(1),
Security
Capital(2),
Symphony(3)
and
Wellington(4)
|
Equity Premium
|
|
Gateway
|
Equity Premium Advantage
|
|
Gateway
|
Equity Premium Income
|
|
Gateway
|
Equity Premium Opportunity
|
|
Gateway
|
Quality Preferred
|
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Spectrum
|
Quality Preferred 2
|
|
Spectrum
|
Quality Preferred 3
|
|
Spectrum
|
Total Return
|
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NWQ(1)
and
Symphony(3)
|
Global Value
|
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Tradewinds
|
Multi-Strategy Income
|
|
Spectrum(5),
Symphony(6)
and
Tradewinds(7)
|
Multi-Strategy Income 2
|
|
Spectrum(5),
Symphony(6)
and
Tradewinds(7)
|
Core Equity Alpha
|
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INTECH(8)
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Tax-Advantaged Dividend Growth
|
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NWQ(1)
and
SBAM(9)
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|
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(1) NWQ is the sub-adviser only with respect to the
Funds dividend paying securities.
|
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(2) |
Security Capital is the sub-adviser only with respect to the
Funds REIT preferred and common stock and convertible
securities investments.
|
(3) Symphony is the sub-adviser only with respect to the
Funds senior loans and other debt instruments.
(4) Wellington is the sub-adviser only with respect to the
Funds emerging markets and sovereign debt.
(5) Spectrum is the sub-adviser only with respect to the
Funds preferred securities.
|
|
(6) |
Symphony is the sub-adviser only with respect to the Funds
senior loans, other debt instruments and equity securities.
|
(7) Tradewinds is the sub-adviser only with respect to the
Funds equity securities.
|
|
(8) |
INTECH is the sub-adviser only with respect to the Funds
equity securities.
|
(9) SBAM is the sub-adviser only with respect to the
Funds dividend growth equity securities.
The date of each Original Sub-Advisory Agreement and the date it
was last approved by shareholders and approved for continuance
by the Board is provided in Appendix F.
13
As with the Original Investment Management Agreements, each
Original Sub-Advisory Agreement, as required by Section 15
of the 1940 Act, provides for its automatic termination in the
event of its assignment. A change in control of the investment
adviser or sub-adviser is deemed to be an assignment. The
completion of the Transaction will result in a change in control
of NAM and therefore will be deemed an assignment of each
Original Sub-Advisory Agreement resulting in its automatic
termination, as required by the 1940 Act. In addition, for NWQ,
SBAM, Symphony and Tradewinds, which are wholly-owned by Nuveen,
the completion of the Transaction will result in a change in
control of NWQ, SBAM, Symphony and Tradewinds and therefore will
be deemed an assignment of each Original Sub-Advisory Agreement
resulting in its automatic termination, as required by the 1940
Act.
In anticipation of the Transaction, the Board of each Fund met
in person on July 31, 2007 for purposes of considering
whether it would be in the best interests of each Fund and its
shareholders to approve a new sub-advisory agreement between NAM
and the respective Sub-Adviser (each a New Sub-Advisory
Agreement and collectively, the New Sub-Advisory
Agreements). At the Board meeting, and for the reasons
discussed below (see Board Considerations), the
Board of each Fund, including the Independent Board Members,
unanimously determined that the Funds New Sub-Advisory
Agreement or Agreements was or were in the best interests of the
Fund and its shareholders and approved the New Sub-Advisory
Agreement or Agreements, subject to the consummation of the
Transaction and approval by shareholders. The form of the New
Sub-Advisory Agreement is attached hereto as Appendix G.
The 1940 Act requires that each New Sub-Advisory Agreement be
approved by that Funds shareholders in order for it to
become effective. The Board of each Fund unanimously recommends
that shareholders approve the New Sub-Advisory Agreement. In the
event shareholders of a Fund do not approve the New Sub-Advisory
Agreement, at the Meeting or any adjournment thereof prior to
the closing of the Transaction, an interim sub-advisory
agreement between the Adviser and the applicable Sub-Adviser
(each an Interim Sub-Advisory Agreement and
collectively, the Interim Sub-Advisory Agreements)
will take effect upon the closing of the Transaction.
At the July 31, 2007 meeting, each Board, including the
Independent Board Members, also unanimously approved the Interim
Sub-Advisory Agreements in order to assure continuity of
advisory services to the Funds after the Transaction. The terms
of each Interim Sub-Advisory Agreement are substantially
identical to those of the Original Sub-Advisory Agreements and
New Sub-Advisory Agreements, except for the term and escrow
provisions described below. If a Funds shareholders have
not approved a New Sub-Advisory Agreement prior to the
Transaction, an Interim Sub-Advisory Agreement will take effect
upon the closing of the Transaction and will continue in effect
for a term ending on the earlier of 150 days from the
closing of the Transaction (the
150-day
period) or when shareholders of a Fund approve the New
Sub-Advisory Agreement. Pursuant to
Rule 15a-4
under the 1940 Act, compensation earned by a Sub-Adviser under
an Interim Sub-Advisory Agreement will be held in an
interest-bearing escrow account. If shareholders of a Fund
approve the New Sub-Advisory Agreement prior to the end of the
150-day
period, the amount held in the escrow account under the Interim
Sub-Advisory Agreement will be paid to the Sub-Adviser. If
shareholders of a Fund do not approve the New Sub-Advisory
Agreement prior to the end of the
150-day
period, the Board will take such action as it deems to be in the
best interests of the Fund and its shareholders, and the
Sub-Adviser will be paid the lesser of its costs incurred in
performing its services under the
14
Interim Sub-Advisory Agreement or the total amount in the escrow
account, plus interest earned.
Comparison of
Original Sub-Advisory Agreement and New Sub-Advisory
Agreement
The terms of each New Sub-Advisory Agreement, including fees
payable to the Sub-Adviser by NAM thereunder, are substantially
identical to those of the Original Sub-Advisory Agreement,
except for the date of effectiveness. There is no change in the
fee rate payable by NAM to the Sub-Adviser. If approved by
shareholders of a Fund, the New Sub-Advisory Agreement for the
Fund will expire on August 1, 2008, unless continued. Each
New Sub-Advisory Agreement will continue in effect from year to
year thereafter if such continuance is approved for the Fund at
least annually in the manner required by the 1940 Act and the
rules and regulations thereunder. Below is a comparison of
certain terms of the Original Sub-Advisory Agreements to the
terms of the New Sub-Advisory Agreements.
Advisory Services. The advisory services to be
provided by the Sub-Adviser to each Fund under the New
Sub-Advisory Agreements will be identical to those advisory
services currently provided by the Sub-Adviser to each Fund
under the Original Sub-Advisory Agreements. Both the Original
Sub-Advisory Agreements and New Sub-Advisory Agreements provide
that the Sub-Adviser will furnish an investment program in
respect of, make investment decisions for and place all orders
for the purchase and sale of securities for the portion of the
Funds investment portfolio allocated by the Adviser to the
Sub-Adviser, all on behalf of the Fund and subject to oversight
of the Funds Board and the Adviser. In performing its
duties under both the Original Sub-Advisory Agreements and the
New Sub-Advisory Agreements, the Sub-Adviser will monitor the
Funds investments and will comply with the provisions of
the Funds Declaration of Trust and By-Laws and the stated
investment objectives, policies and restrictions of the Fund. It
is not anticipated that the Transaction will have any adverse
effect on the performance of a Sub-Advisers obligations
under the New Sub-Advisory Agreements.
Brokerage. Both the Original Sub-Advisory Agreements
and New Sub-Advisory Agreements authorize the Sub-Adviser to
select the brokers or dealers that will execute the purchases
and sales of portfolio securities for the Funds, subject to its
obligation to obtain best execution under the circumstances,
which may take account of the overall quality of brokerage and
research services provided to the Sub-Adviser.
Tax-Advantaged Floating Rate, Quality Preferred, Quality
Preferred 2, Quality Preferred 3, Multi-Strategy
Income and Multi-Strategy Income 2 paid affiliated
brokerage commissions within the last fiscal year to Spectrum,
which is also the Sub-Adviser to each such Fund. The affiliated
brokerage commission paid by each of these Funds is shown in
Appendix H.
Fees. Under both the Original Sub-Advisory
Agreements and New Sub-Advisory Agreements, the Adviser pays the
Sub-Adviser a portfolio management fee out of the investment
management fee it receives from the Fund. The rate of the
portfolio management fees payable by the Adviser to the
Sub-Adviser under the New Sub-Advisory Agreements is identical
to the rate of the fees paid under the Original Sub-Advisory
Agreements. The annual rate of portfolio management fees payable
to the Sub-Adviser under the Original Sub-Advisory Agreements
and the New Sub-Advisory Agreements and the fees paid by the
Adviser to the Sub-Adviser with respect to each Fund during each
Funds last fiscal year is set forth in Appendix I to
this Proxy Statement. Appendix I also includes the advisory
fee rates and net assets of funds not included
15
in this Proxy Statement advised by each Sub-Adviser with similar
investment objectives as the Funds the Sub-Adviser sub-advises.
Payment of Expenses. Under each Original
Sub-Advisory Agreement and New Sub-Advisory Agreement, the
Sub-Adviser agrees to pay all expenses it incurs in connection
with its activities under the Agreement other than the cost of
securities (including brokerage commissions) purchased for the
Fund.
Limitation on Liability. The Original Sub-Advisory
Agreements and New Sub-Advisory Agreements provide that the
Sub-Adviser will not be liable for, and the Adviser will not
take any action against the Sub-Adviser to hold the Sub-Adviser
liable for, any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the performance of
the Sub-Advisers duties under the Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of
duties under the Agreement, or by reason of its reckless
disregard of its obligations and duties under the Agreement.
Continuance. Each Original Sub-Advisory Agreement of
each Fund originally was in effect for an initial term and could
be continued thereafter for successive one-year periods if such
continuance was specifically approved at least annually in the
manner required by the 1940 Act. If the shareholders of a Fund
approve a New Sub-Advisory Agreement for that Fund, the New
Sub-Advisory Agreement will expire on August 1, 2008,
unless continued. Thereafter, the New Sub-Advisory Agreement may
be continued for successive one-year periods if approved at
least annually in the manner required by the 1940 Act.
Termination. The Original Sub-Advisory Agreement and
New Sub-Advisory Agreement or Agreements for each Fund provide
that the Agreement may be terminated at any time without the
payment of any penalty by NAM or the Sub-Adviser on sixty
(60) days written notice to the other party. The
Original Sub-Advisory Agreement and any New Sub-Advisory
Agreement may also be terminated by a Fund by action of the
Funds Board or by a vote of a majority of the outstanding
voting securities of that Fund, accompanied by
60 days written notice.
The Original Sub-Advisory Agreement and New Sub-Advisory
Agreement or Agreements for each Fund are also terminable with
respect to that Fund at any time without the payment of any
penalty, by the Adviser, the Board or by vote of a majority of
the outstanding voting securities of that Fund in the event that
it is established by a court of competent jurisdiction that the
Sub-Adviser or any of its officers or directors has taken any
action that results in a breach of the representations of the
Sub-Adviser set forth in the Agreement.
Information About
Sub-Advisers
Gateway. Gateway manages the investment portfolios
of Equity Premium, Equity Premium Advantage, Equity Premium
Income and Equity Premium Opportunity. Gateway is a registered
investment adviser that specializes in the management of
index-option-based strategies for managing risk in equity
portfolios. Gateway is a Delaware limited partnership and its
majority-owner and general partner is Gateway Investment
Advisers, Inc. Although Gateway commenced operations in 1995,
its predecessor firm was founded in 1977. As of June 30,
2007, Gateway managed over $7.6 billion in assets. The
principal occupation of the officers and directors of Gateway is
shown in Appendix J. The business address of Gateway and
each officer and director of Gateway is Rookwood Tower, 3805
Edwards Road, Suite 600, Cincinnati, Ohio 45209. Please
also see proposal 3 below for additional information about
Gateway.
16
INTECH. INTECH manages the equity portion of the
investment portfolio of Core Equity Alpha. Founded in 1987,
INTECH specializes exclusively in providing highly-disciplined,
mathematical investment strategies designed to seek long term
returns in excess of target benchmarks. Their proprietary
approach to managing large cap stock portfolios reflects their
belief that mathematical, risk controlled stock selection and
ongoing portfolio management (focused on the analysis of stock
price volatility) can systematically generate alpha
for investorsrisk-adjusted excess return relative to
specified benchmarks over time with lower levels of risk.
INTECH, a registered investment adviser, is an independently
managed subsidiary of Janus Capital Group Inc. Most of the
firms clients are institutional investors, primarily
pension funds and endowments. INTECH serves as subadviser for
three mutual funds that employ the same large cap core strategy
used by Core Equity Alpha. As of June 30, 2007, INTECH
managed over $70 billion in assets. The principal
occupation of the officers and directors of INTECH is shown in
Appendix J. The business address of INTECH and each officer
and director of INTECH is Harbour Financial Center, 2401 PGA
Blvd., Suite 100, Palm Beach Gardens, Florida 33410.
NWQ. NWQ, an affiliate of NAM, manages the
investment portfolios, or a sleeve thereof, of Diversified
Dividend, Total Return and Tax-Advantaged Dividend Growth and
certain other Nuveen funds. NWQ is organized as a member-managed
limited liability company, and its sole managing member is
Nuveen. NWQ has provided investment management services to
institutions and high net worth individuals since 1982. As of
June 30, 2007, NWQ managed $38.6 billion in assets
(with $18.2 billion in the Institutional Division and
$20.4 billion in the Managed Accounts Division). The
principal occupation of the officers and directors of NWQ is
shown in Appendix J. The business address of NWQ and each
officer and director of NWQ is 2049 Century Park East,
16th Floor, Los Angeles, California 90067.
SBAM. SBAM, an affiliate of NAM, manages the
dividend growth equity strategy of Tax-Advantaged Dividend
Growth and certain other Nuveen funds. SBAM is organized as a
member-managed limited liability company, and its sole managing
member is Nuveen. SBAM specializes in fundamental,
bottom-up
research to select growth companies. Santa Barbara also
serves as subadviser to four open-end mutual funds. As of
June 30, 2007, SBAM managed over $5 billion in assets.
The principal occupation of the officers and directors of SBAM
is shown in Appendix J. The business address of SBAM and
each officer and director of SBAM is 200 E. Carrillo
Street, Santa Barbara, California 93101.
Security Capital. Security Capital manages the
investment portfolio of Real Estate and the real estate sleeve
of the investment portfolio of Diversified Dividend. Security
Capital is an indirect wholly-owned subsidiary of JPMorgan
Chase & Co. As of June 30, 2007, Security Capital
managed over $5.5 billion in assets. The principal
occupation of the officers and directors of Security Capital is
shown in Appendix J. The business address of Security
Capital and each officer and director of Security Capital is 10
South Dearborn, Suite 1400, Chicago, Illinois 60603.
Spectrum. Spectrum manages the investment portfolios
of Tax-Advantaged Floating Rate, Quality Preferred, Quality
Preferred 2 and Quality Preferred 3, and the preferred
securities sleeves of the investment portfolios of
Multi-Strategy Income and Multi-Strategy Income 2. Spectrum
specializes in the management of diversified preferred
securities portfolios for institutional investors, including
Fortune 500 companies, pension funds, insurance companies
and foundations. Spectrum, a registered investment adviser,
commenced operations in 1987. Spectrum is an independently
managed wholly-owned subsidiary of Principal Global Investors,
LLC, which is part of Principal Financial Group Inc., a publicly
traded, diversified, insurance and
17
financial services company. As of June 30, 2007, Spectrum
managed approximately $13.2 billion in assets. The
principal occupation of the officers and directors of Spectrum
is shown in Appendix J. The business address of Spectrum
and each officer and director of Spectrum is 2 High Ridge Park,
Stamford, Connecticut 06905.
Symphony. Symphony, an affiliate of NAM, manages the
investment portfolios of Floating Rate, Floating Rate Income
Opportunity and Senior Income, and sleeves of the investment
portfolios of Diversified Dividend, Total Return, Multi-Strategy
Income and Multi-Strategy Income 2, and certain other Nuveen
funds. Symphony specializes in the management of market neutral
equity and debt strategies and senior loan and other debt
portfolios. Symphony, a registered investment adviser, commenced
operations in 1994. Symphony is an indirect wholly-owned
subsidiary of Nuveen. As of June 30, 2007, Symphony managed
over $10 billion in assets. The principal occupation of the
officers and directors of Symphony is shown in Appendix J.
The business address of Symphony and each officer and director
of Symphony is 555 California Street, San Francisco,
California 94104.
Tradewinds. Tradewinds, an affiliate of NAM, manages
the investment portfolio of Global Value, and sleeves of the
investment portfolios of Multi-Strategy Income and
Multi-Strategy Income 2, and certain other Nuveen funds.
Tradewinds specializes in global and international equity
investing. Most of Tradewinds personnel were affiliated
with NWQ until March 2006, when NWQ reorganized into two
distinct entities: NWQ and Tradewinds. Tradewinds is organized
as a member-managed limited liability company, with Nuveen as
its sole managing member. As of June 30, 2007, Tradewinds
managed approximately $35.3 billion in assets. The
principal occupation of the officers and directors of Tradewinds
is shown in Appendix J. The business address of Tradewinds
and each officer and director of Tradewinds is 2049 Century Park
East, 20th Floor, Los Angeles, California 90067.
Wellington. Wellington manages the emerging market
debt sleeve of the investment portfolio of Diversified Dividend.
Wellington is a professional investment counseling firm which
provides investment services to investment companies, employee
benefit plans, endowments, foundations and other institutions.
Wellington manages assets for clients using a broad range of
equity and fixed-income approaches. Wellington, a registered
investment adviser, and its predecessor organizations commenced
operations in 1928. Wellington is a Massachusetts limited
liability partnership owned by its 98 partners, all of whom
are active in the business. As of June 30, 2007, Wellington
managed approximately $597 billion in assets. The principal
occupation of the principal executive officers of Wellington is
shown in Appendix J. The business address of Wellington and
each principal executive officer of Wellington is 75 State
Street, Boston, Massachusetts 02109.
Shareholder
Approval
To become effective, each New Sub-Advisory Agreement must be
approved by a vote of a majority of the outstanding voting
securities of the Fund, with the Common and Preferred
shareholders voting together as a single class for the Funds
that have issued Preferred Shares. The vote of a majority
of the outstanding voting securities is defined in the
1940 Act as the lesser of the vote of (i) 67% or more of
the shares of the Fund entitled to vote thereon present at the
meeting if the holders of more than 50% of such outstanding
shares are present in person or represented by proxy; or
(ii) more than 50% of such outstanding shares of the Fund
entitled to vote thereon. Each New Sub-Advisory Agreement was
approved by the Board after consideration of all factors which
it determined to be relevant to its deliberations, including
those
18
discussed below. The Board also determined to submit the New
Sub-Advisory Agreement for consideration by the shareholders of
the Fund.
The Board of each
Fund unanimously recommends that shareholders of the Fund vote
FOR approval of the Funds New Sub-Advisory
Agreement.
Board
Considerations
|
|
I.
|
Approval
of the Original Investment Management Agreements and Original
Sub-Advisory Agreements
|
The Board Members are responsible for overseeing the performance
of the investment adviser to the Funds and determining whether
to approve or continue the advisory arrangements. During the
year, the Board of each Fund had performed a full annual review
of or initially approved the Original Investment Management
Agreements and, with respect to Funds with Sub-Advisers, the
Original Sub-Advisory Agreements. The annual review of advisory
and sub-advisory contracts was held at a Board Meeting on
May 21, 2007 (the May Meeting). The Funds with
Original Investment Management Agreements
and/or
Original Sub-Advisory Agreements subject to the annual review at
the May Meeting (the Existing Funds) and the Funds
with Original Investment Management Agreements
and/or
Original Sub-Advisory Agreements that were initially approved
(the New Funds) at other dates during the year (each
an Initial Approval Meeting) are set forth in
Appendix B (for Original Investment Management Agreements)
and Appendix F (for Original Sub-Advisory Agreements). NAM
and each Sub-Adviser are referred to herein as a
Fund Adviser. Because the information provided
and considerations made at the annual and initial reviews
continue to be relevant with respect to the evaluation of the
New Investment Management Agreements and New Sub-Advisory
Agreements, the Board considered the foregoing as part of their
deliberations of the New Investment Management Agreements and
New Sub-Advisory Agreements. Accordingly, as indicated, the
discussions immediately below outline the materials and
information presented to the Board in connection with the
Boards prior annual or initial review and the analysis
undertaken and the conclusions reached by Board Members when
determining to approve or continue the Original Investment
Management Agreements and Original Sub-Advisory Agreements.
During the course of the year, the Board received a wide variety
of materials relating to the services provided by the
Fund Advisers and the performance of the Funds (as
applicable). At each of its quarterly meetings, the Board
reviewed investment performance (as applicable) and various
matters relating to the operations of the Funds, including the
compliance program, shareholder services, valuation, custody,
distribution and other information relating to the nature,
extent and quality of services provided by the
Fund Adviser. Between the regularly scheduled quarterly
meetings, the Board Members received information on particular
matters as the need arose. In addition, because the Advisers and
Sub-Advisers to the New Funds (other than INTECH) already serve
in such respective capacities for other Nuveen funds, the
information provided regarding the Fund Advisers at the
annual review at the May Meeting supplemented the information
received at the initial approvals. INTECH, however, is a new
Sub-Adviser to a New Fund in the complex (i.e., Core Equity
Alpha). Accordingly, the discussion below for Fund Advisers
at the annual review does not include INTECH. In addition, with
respect to Multi-Strategy Income and Multi-Strategy
Income 2, in connection with recent changes to the mandates
of these Funds, the Board Members approved Tradewinds as a new
additional Sub-Adviser to these Funds and an amended
sub-advisory agreement with
19
Symphony in November, 2006. Such agreements were also subject
to shareholder approval. Although Tradewinds did not begin to
serve as a Sub-Adviser to these Funds by the time of the May
Meeting, Tradewinds, as noted, serves as Sub-Adviser to other
Nuveen funds. Accordingly, the information provided and
considerations regarding Tradewinds at the annual review
continue to be relevant to the evaluation of Tradewinds and
supplement the information provided at the prior review.
Finally, with respect to Global Government and Global Value,
since such Funds are relatively new, the Funds are treated
similarly to New Funds with respect to performance and expenses,
unless indicated otherwise.
In preparation for their considerations at the May Meeting, the
Independent Board Members received extensive materials, well in
advance of the meeting, which outlined or are related to, among
other things:
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the nature, extent and quality of services provided by the
Fund Adviser;
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the organization and business operations of the
Fund Adviser, including the responsibilities of various
departments and key personnel;
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each Existing Funds past performance as well as the
Existing Funds performance compared to funds with similar
investment objectives based on data and information provided by
an independent third party and to recognized
and/or
customized benchmarks (as appropriate);
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the profitability of the Fund Adviser and certain industry
profitability analyses for unaffiliated advisers;
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the expenses of the Fund Adviser in providing the various
services;
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the advisory fees and total expense ratios of each Existing
Fund, including comparisons of such fees and expenses with those
of comparable, unaffiliated funds based on information and data
provided by an independent third party (the Peer
Universe) as well as compared to a subset of funds within
the Peer Universe (the Peer Group) of the respective
Existing Fund (as applicable);
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the advisory fees the Fund Adviser assesses to other types
of investment products or clients;
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the soft dollar practices of the Fund Adviser, if
any; and
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from independent legal counsel, a legal memorandum describing
among other things, applicable laws, regulations and duties in
reviewing and approving advisory contracts.
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At the Initial Approval Meetings, the Board Members received in
advance of such meeting or at prior meetings similar materials,
including the nature, extent and quality of services expected to
be provided; the organization and operations of any
Fund Adviser (including the responsibilities of various
departments and key personnel); the expertise and background of
the Fund Adviser; the profitability of Nuveen (which
includes its wholly-owned advisory subsidiaries); the proposed
management fees, including comparisons with peers; the expected
expenses of the New Fund, including comparisons of the expense
ratios with peers; and the soft dollar practices of the
Fund Adviser. However, unlike Existing Funds, the New Funds
did not have actual past performance at the time of approval.
At the May Meeting, NAM made a presentation to, and responded to
questions from, the Board. At the May Meeting and applicable
Initial Approval Meeting, the Independent Board Members met
privately with their legal counsel to review the Boards
duties in reviewing advisory contracts and considering the
approval or renewal of the advisory contracts (which
20
include the sub-advisory contracts). The Independent Board
Members, in consultation with independent counsel, reviewed the
factors set out in judicial decisions and SEC directives
relating to the approval or renewal of advisory contracts. As
outlined in more detail below, the Board Members considered all
factors they believed relevant with respect to each Fund,
including, but not limited to, the following: (a) the
nature, extent and quality of the services to be provided by the
Fund Adviser; (b) the investment performance of the
Fund and the Fund Adviser (as applicable); (c) the
costs of the services to be provided and profits to be realized
by the Fund Adviser and its affiliates; (d) the extent
to which economies of scale would be realized; and
(e) whether fee levels reflect those economies of scale for
the benefit of the Funds investors. In addition, as noted,
the Board Members met regularly throughout the year to oversee
the Funds. In evaluating the advisory contracts, the Board
Members also relied upon their knowledge of the respective
Fund Adviser, its services and the Funds resulting from
their meetings and other interactions throughout the year. It is
with this background that the Board Members considered each
advisory contract.
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A.
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Nature,
Extent and Quality of Services
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In considering the approval or renewal of the Original
Investment Management Agreements and Original Sub-Advisory
Agreements, the Board Members considered the nature, extent and
quality of the respective Fund Advisers services. The
Board Members reviewed materials outlining, among other things,
the Fund Advisers organization and business; the
types of services that the Fund Adviser or its affiliates
provide or are expected to provide to the Funds; the performance
record of the Fund (as described in further detail below); and
at the annual review, any initiatives Nuveen had taken for the
applicable fund product line. As noted, at the annual review,
the Board Members were already familiar with the organization,
operations and personnel of each respective Fund Adviser
due to the Board Members experience in governing the
respective Funds and working with such Fund Advisers on
matters relating to the Funds. At the May Meeting, the Board
Members also recognized NAMs investment in additional
qualified personnel throughout the various groups in the
organization and recommended to NAM that it continue to review
staffing needs as necessary. The Board Members recognized
NAMs investment of resources and efforts to continue to
enhance and refine its investment processes. With respect to the
taxable fixed income funds advised by NAM (e.g., Global
Government and Multi-Currency Short-Term) the Board Members also
considered the depth of experience of NAM personnel managing
this type of Fund and their respective investment strategies.
With respect to Sub-Advisers, the Board Members also received
and reviewed an evaluation of each Sub-Adviser (other than
INTECH) from NAM at the annual review. Such evaluation outlined,
among other things, the respective Sub-Advisers
organizational history, client base, product mix, investment
team and any changes thereto, investment process and any changes
to its investment strategy, and the Funds investment
objectives and performance (as applicable). At the May Meeting,
the Board Members noted that NAM recommended the renewal of the
applicable Original Sub-Advisory Agreements and considered the
basis for such recommendations and any qualifications in
connection therewith. In its review of the Sub-Advisers, the
Board Members also considered, among other things, the
experience of the investment personnel, the quality of the
Sub-Advisers investment processes in making portfolio
management decisions and any additional refinements and
improvements adopted to the portfolio management processes and
Fund performance. During the last year, the Board Members noted
that they visited several Sub-Advisers meeting their key
investment and business personnel. In
21
this regard, the Board Members visited Gateway in October, 2006
and SBAM, NWQ and Tradewinds in February, 2007. The Board
Members noted such Sub-Advisers experienced investment
teams. With respect to the Funds sub-advised by NWQ, SBAM, and
Security Capital, the Board Members also noted the depth of
experience of their respective personnel and disciplined
investment process at the annual review.
In addition to advisory services, the Independent Board Members
considered the quality of administrative and non-advisory
services provided by NAM and noted that NAM and its affiliates
provide the Funds with a wide variety of services and officers
and other personnel as are necessary for the operations of the
Funds, including:
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product management;
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fund administration;
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oversight by shareholder services and other fund service
providers;
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administration of Board relations;
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regulatory and portfolio compliance; and
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legal support.
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As the Funds operate in a highly regulated industry and given
the importance of compliance, the Board Members considered, in
particular, NAMs compliance activities for the Funds and
enhancements thereto. In this regard, the Board Members
recognized the quality of NAMs compliance team. With
respect to Funds with Sub-Advisers, the Board Members also
considered NAMs ability and procedures to monitor the
respective Sub-Advisers performance, business practices
and compliance policies and procedures. The Board Members
further noted NAMs negotiations with other service
providers and the corresponding reduction in certain service
providers fees at the May Meeting.
With respect to closed-end Funds, in addition to the foregoing
services, the Board Members also noted the additional services
that NAM or its affiliates provide to closed-end Funds,
including, in particular, its secondary market support
activities. The Board Members recognized Nuveens continued
commitment to supporting the secondary market for the common
shares of its closed-end Funds through a variety of programs
designed to raise investor and analyst awareness and
understanding of closed-end funds. These efforts include:
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maintaining shareholder communications;
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providing advertising for the closed-end Funds;
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maintaining its closed-end fund website;
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maintaining continual contact with financial advisers;
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providing educational symposia;
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conducting research with investors and financial analysis
regarding closed-end funds; and
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evaluating secondary market performance.
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22
With respect to the closed-end Funds that utilize leverage
through the issuance of Preferred Shares, the Board Members
noted Nuveens continued support for the holders of
Preferred Shares by, among other things:
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maintaining an in-house trading desk;
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maintaining a product manager for the Preferred Shares;
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developing distribution for Preferred Shares with new market
participants;
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maintaining an orderly auction process;
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managing leverage and risk management of leverage; and
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maintaining systems necessary to test compliance with rating
agency criteria.
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With respect to Sub-Advisers, the Board Members noted that the
sub-advisory agreements were essentially agreements for
portfolio management services only and the respective
Sub-Adviser was not expected to supply other significant
administrative services to the Funds.
Based on their review, the Board Members found that, overall,
the nature, extent and quality of services provided (and
expected to be provided) to the Funds under the respective
Original Investment Management Agreement or Original
Sub-Advisory Agreement, as applicable, were satisfactory.
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B.
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The
Investment Performance of the Funds and
Fund Advisers
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At the May Meeting, the Board considered the investment
performance for each Existing Fund, including the Existing
Funds historic performance as well as its performance
compared to funds with similar investment objectives (the
Performance Peer Group) based on data provided by an
independent third party (as described below). The Board Members
also reviewed the respective Existing Funds historic
performance compared to recognized
and/or
customized benchmarks (as applicable).
In evaluating the performance information during the annual
review at the May Meeting, in certain instances, the Board
Members noted that the closest Performance Peer Group for an
Existing Fund may not adequately reflect such Existing
Funds investment objectives and strategies, thereby
limiting the usefulness of the comparisons of such Funds
performance with that of the Performance Peer Group. These
Performance Peer Groups include those for: Diversified Dividend,
Multi-Strategy Income, Multi-Strategy Income 2, Tax-Advantaged
Floating Rate, Real Estate, Equity Premium Advantage, Equity
Premium Income, Equity Premium Opportunity and Equity Premium.
In addition, the Board Members noted the recent change to the
investment mandates of Multi-Strategy Income and Multi-Strategy
Income 2 thereby limiting some of the usefulness of reviewing
such Funds past performance.
The Board Members reviewed performance information including,
among other things, total return information compared with the
Existing Funds Performance Peer Group as well as
recognized
and/or
customized benchmarks (as appropriate) for the one-, three- and
five-year periods (as applicable) ending December 31, 2006.
This information supplemented the performance information
provided to the Board at each of its quarterly meetings. Based
on their review at the May Meeting, the Board Members determined
that the respective Existing Funds investment performance
over time had been satisfactory.
23
With respect to New Funds, the Funds did not have their own
performance history at their Initial Approval Meetings. However,
in certain cases, the Board Members received simulated
performance information regarding the proposed investment
strategies for the applicable New Fund (if available). In
addition, the Board Members were also familiar with the
Fund Advisers performance record on other Nuveen
funds (as applicable). Subsequent to the Initial Approval
Meetings, the Board received updated performance information at
each of its quarterly meetings. At the May Meeting, the Board
noted that Global Government and Global Value are each
relatively new Funds with performance histories that are too
short for a meaningful assessment of performance.
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C.
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Fees,
Expenses and Profitability
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During the annual review, the Board evaluated the management
fees and expenses of each Existing Fund reviewing, among other
things, such Funds advisory fees (net and gross management
fees) and total expense ratios (before and after expense
reimbursements
and/or
waivers) in absolute terms as well as comparisons to the gross
management fees (before waivers), net management fees (after
waivers) and total expense ratios (before and after waivers) of
comparable funds in the Peer Universe and the Peer Group. In
reviewing the fee schedule for an Existing Fund, the Board
Members considered the fund-level and complex-wide breakpoint
schedules (described in further detail below) and any fee
waivers and reimbursements provided by Nuveen. The Board Members
further reviewed data regarding the construction of Peer Groups
as well as the methods of measurement for the fee and expense
analysis and the performance analysis. In certain cases, due to
the small number of peers in the Peer Universe, the Peer
Universe and Peer Group had significant overlap or even
consisted entirely of the same unaffiliated funds. In reviewing
the comparisons of fee and expense information, the Board
Members recognized that in certain cases, the size of the
Existing Fund relative to peers, the small size and odd
composition of the Peer Group (including differences in
objectives and strategies), expense anomalies, timing of
information used or other factors impacting the comparisons
thereby limited some of the usefulness of the comparative data.
The Board Members also considered the differences in the use of
leverage. The Board Members also noted the limited Peer Groups
available for the Nuveen funds with multi-sleeves of investments
(e.g., Diversified Dividend, Multi-Strategy Income,
Multi-Strategy Income 2 and Total Return). Based on their
review of the fee and expense information provided, the Board
Members determined that each Existing Funds net total
expense ratio was within an acceptable range compared to peers.
With respect to New Funds at the Initial Approval Meetings, the
Board similarly considered the New Funds proposed
management fee structure, its sub-advisory fee arrangements and
expected expense ratios in absolute terms as well as compared
with the fees and expense ratios of comparable, unaffiliated
funds and comparable, affiliated funds (if any). The Board
Members also considered the applicable fund-level breakpoint
schedule and complex-wide breakpoint schedule. In addition, the
Board received information regarding the New Funds expense
ratios at each of its quarterly meetings. Based on their review
of the overall fee arrangements of the respective New Funds, the
Board Members determined that the advisory fees and expected
expenses of the applicable New Funds were reasonable.
24
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2.
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Comparisons with
the Fees of Other Clients
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At the annual review, the Board Members further reviewed data
comparing the advisory fees of NAM with fees NAM charges to
other clients. Such clients include NAMs separately
managed accounts and funds that are not offered by Nuveen but
are sub-advised by one of Nuveens investment management
teams. In general, the advisory fees charged for separate
accounts are somewhat lower than the advisory fees assessed to
the Funds. The Board Members considered the differences in the
product types, including, but not limited to, the services
provided, the structure and operations, product distribution and
costs thereof, portfolio investment policies, investor profiles,
account sizes and regulatory requirements. The Board Members
noted, in particular, that the range of services provided to the
Funds (as discussed above) is much more extensive than that
provided to separately managed accounts. As described in further
detail above, such additional services include, but are not
limited to: product management, fund administration, oversight
of third party service providers, administration of Board
relations, and legal support. The Board Members noted that the
Funds operate in a highly regulated industry requiring extensive
compliance functions compared to other investment products.
Given the inherent differences in the products, particularly the
extensive services provided to the Funds, the Board Members
believe such facts justify the different levels of fees.
With respect to Sub-Advisers, in considering the fees of a
Sub-Adviser, the Board Members also considered the pricing
schedule or fees that the Sub-Adviser charges for similar
investment management services for other fund sponsors or
clients, as applicable. With respect to Symphony, the Board
Members also reviewed the generally higher fees for equity and
taxable fixed-income hedge funds and hedge accounts it manages,
which include a performance fee. The Board Members noted that,
with respect to Sub-Advisers unaffiliated with Nuveen, such fees
were the result of arms-length negotiations.
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3.
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Profitability of
Fund Advisers
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In conjunction with its review of fees, the Board Members also
considered the profitability of Nuveen for its advisory
activities (which incorporated Nuveens wholly-owned
affiliated sub-advisers) and its financial condition. At the
annual review, the Board Members reviewed the revenues and
expenses of Nuveens advisory activities for the last three
years, the allocation methodology used in preparing the
profitability data as well as the 2006 Annual Report for Nuveen.
The Board Members noted this information supplemented the
profitability information requested and received during the year
to help keep them apprised of developments affecting
profitability (such as changes in fee waivers and expense
reimbursement commitments). In this regard, the Board Members
noted the enhanced dialogue and information regarding
profitability with NAM during the year, including more frequent
meetings and updates from Nuveens corporate finance group.
The Board Members considered Nuveens profitability
compared with other fund sponsors prepared by three independent
third party service providers as well as comparisons of the
revenues, expenses and profit margins of various unaffiliated
management firms with similar amounts of assets under management
prepared by Nuveen.
In reviewing profitability, the Board Members recognized the
subjective nature of determining profitability which may be
affected by numerous factors including the allocation of
expenses. Further, the Board Members recognized the difficulties
in making comparisons as the profitability of other advisers
generally is not publicly available and the profitability
information that is available for certain advisers or management
firms may not be representative of the
25
industry and may be affected by, among other things, the
advisers particular business mix, capital costs, types of
funds managed and expense allocations.
Notwithstanding the foregoing, the Board Members reviewed
Nuveens methodology at the annual review and assumptions
for allocating expenses across product lines to determine
profitability. Last year, the Board Members also designated an
Independent Board Member as a point person for the Board to
review the methodology determinations during the year and any
refinements thereto, which relevant information produced from
such process was reported to the full Board. In reviewing
profitability, the Board Members recognized Nuveens
increased investment in its fund business. Based on its review,
the Board Members concluded that Nuveens level of
profitability for its advisory activities was reasonable in
light of the services provided. With respect to Funds with
Sub-Advisers unaffiliated with Nuveen, the Board Members also
considered the Sub-Advisers revenues from serving as
sub-adviser to the applicable Existing Funds, expenses
(including the basis for allocating expenses) and profitability
margins (pre- and post-tax). Based on their review, the Board
Members were satisfied that the respective
Fund Advisers level of profitability was reasonable
in light of the services provided.
In evaluating the reasonableness of the compensation, the Board
Members also considered other amounts paid to a
Fund Adviser by the Funds as well as any indirect benefits
(such as soft dollar arrangements, if any) the Fund Adviser
and its affiliates receive, or are expected to receive, that are
directly attributable to the management of the Funds, if any.
See Section E below for additional information on indirect
benefits a Fund Adviser may receive as a result of its
relationship with the Funds. Based on their review of the
overall fee arrangements of each Existing Fund, the Board
Members determined that the advisory fees and expenses of the
Funds were reasonable.
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D.
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Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
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With respect to economies of scale, the Board Members recognized
the potential benefits resulting from the costs of a Fund being
spread over a larger asset base. To help ensure the shareholders
share in these benefits, the Board Members reviewed and
considered the breakpoints in the advisory fee schedules that
reduce advisory fees. In addition to advisory fee breakpoints,
the Board also approved a complex-wide fee arrangement in 2004.
Pursuant to the complex-wide fee arrangement, the fees of the
funds in the Nuveen complex, including the Funds, are reduced as
the assets in the fund complex reach certain levels. In
evaluating the complex-wide fee arrangement, the Board Members
noted that the last complex-wide asset level breakpoint for the
complex-wide fee schedule was at $91 billion and that the
Board Members anticipated further review
and/or
negotiations prior to the assets of the Nuveen complex reaching
such threshold. Based on their review, the Board Members
concluded that the breakpoint schedule and complex-wide fee
arrangement were acceptable and desirable in providing benefits
from economies of scale to shareholders, subject to further
evaluation of the complex-wide fee schedule as assets in the
complex increase. See Section II,
Paragraph D Approval of the New
Investment Management Agreements and New Sub-Advisory
Agreements Economies of Scale and Whether Fee
Levels Reflect These Economies of Scale for
information regarding subsequent modifications to the
complex-wide fee.
26
In evaluating fees, the Board Members also considered any
indirect benefits or profits the respective Fund Adviser or
its affiliates may receive as a result of its relationship with
each Fund. In this regard, the Board Members considered the
revenues received by affiliates of NAM for serving as agent at
Nuveens preferred trading desk and for serving as a
co-manager in the initial public offering of new closed-end
exchange traded funds.
In addition to the above, the Board Members considered whether
the Fund Adviser received any benefits from soft dollar
arrangements whereby a portion of the commissions paid by a Fund
for brokerage may be used to acquire research that may be useful
to the Fund Adviser in managing the assets of the Funds and
other clients. With respect to NAM, the Board Members noted that
NAM does not currently have any soft dollar arrangements;
however, to the extent certain bona fide agency transactions
that occur on markets that traditionally trade on a principal
basis and riskless principal transactions are considered as
generating commissions, NAM intends to comply with
the applicable safe harbor provisions. With respect to NWQ,
SBAM, Security Capital, and Tradewinds, the Board Members
considered that such Sub-Advisers may benefit from their soft
dollar arrangements pursuant to which the respective Sub-Adviser
receives research from brokers that execute the applicable
Funds portfolio transactions. With respect to Wellington,
the Board Members noted that while Wellington does have some
soft dollar arrangements with respect to some of its agency
trades, the trades in fixed income securities held by
Diversified Dividend are done on a principal basis. For these
Sub-Advisers, the Board Members noted that such
Sub-Advisers profitability may be lower if they were
required to pay for this research with hard dollars.
With respect to Gateway, Spectrum and Symphony, the following
soft dollar arrangements were noted. The Board noted that
Spectrum does not pay excess brokerage commissions in order to
receive research services but may from time to time receive
research generally provided to a brokers clients. With
respect to Gateway, the Board considered that while Gateway may
select brokers that provide it with research services, it is
Gateways current practice not to receive soft dollar
credits in connection with trades executed for the Funds it
advises but it may seek to do so in the future. With respect to
Symphony, the Board also considered that Symphony currently does
not enter into soft dollar arrangements; however, it has adopted
a soft dollar policy in the event it does so in the future.
With respect to INTECH, the Board noted at its Initial Approval
Meeting that INTECH currently does not use soft dollar
arrangements.
Based on their review, the Board Members concluded that any
indirect benefits received by a Fund Adviser as a result of
its relationship with the Funds were reasonable and within
acceptable parameters.
The Board Members did not identify any single factor discussed
previously as all-important or controlling in their
considerations to initially approve or continue an advisory
contract. The Board Members, including the Independent Board
Members, unanimously concluded that the terms of the Original
Investment Management and Original Sub-Advisory Agreements are
fair and reasonable, that the respective
Fund Advisers fees are reasonable in light of the
services provided to each Fund and that the Original Investment
Management Agreements and the Original Sub-Advisory Agreements
be approved or renewed (as applicable).
27
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II.
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Approval
of the New Investment Management Agreements and New Sub-Advisory
Agreements
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Following the May Meeting, the Board Members were advised of the
potential Transaction. As noted above, the completion of the
Transaction would terminate each of the Original Investment
Management Agreements and Original Sub-Advisory Agreements.
Accordingly, at a meeting held on July 31, 2007 (the
July Meeting), the Board of each Fund, including the
Independent Board Members, unanimously approved the New
Investment Management Agreements and New Sub-Advisory Agreements
on behalf of the respective Funds. Leading up to the July
Meeting, the Board Members had several meetings and
deliberations with and without Nuveen management present, and
with the advice of legal counsel, regarding the proposed
Transaction as outlined below.
On June 8, 2007, the Board Members held a special
telephonic meeting to discuss the proposed Transaction. At that
meeting, the Board Members established a special ad hoc
committee comprised solely of Independent Board Members to focus
on the Transaction and to keep the Independent Board Members
updated with developments regarding the Transaction. On
June 15, 2007, the ad hoc committee discussed with
representatives of NAM the Transaction and modifications to the
complex-wide fee schedule that would generate additional fee
savings at specified levels of complex-wide asset growth (as set
forth in Appendix D). Following the foregoing meetings and
several subsequent telephonic conferences among Independent
Board Members and independent counsel, and between Independent
Board Members and representatives of Nuveen, the Board met on
June 18, 2007 to further discuss the proposed Transaction.
Immediately prior to and then again during the June 18,
2007 meeting, the Independent Board Members met privately with
their independent legal counsel. At that meeting, the Board met
with representatives of MDP, of Goldman Sachs, Nuveens
financial adviser in the Transaction, and of the Nuveen Board to
discuss, among other things, the history and structure of MDP,
the terms of the proposed Transaction (including the financing
terms), and MDPs general plans and intentions with respect
to Nuveen (including with respect to management, employees, and
future growth prospects). On July 9, 2007, the Board also
met to be updated on the Transaction as part of a special
telephonic Board meeting. The Board Members were further updated
at a special in-person Board meeting held on July 19, 2007
(one Independent Board Member participated telephonically).
Subsequently, on July 27, 2007, the ad hoc committee held a
telephonic conference with representatives of Nuveen and MDP to
further discuss, among other things, the Transaction, the
financing of the Transaction, retention and incentive plans for
key employees, the effect of regulatory restrictions on
transactions with affiliates after the Transaction, and current
volatile market conditions and their impact on the Transaction.
In connection with their review of the New Investment Management
Agreements and New Sub-Advisory Agreements, the Independent
Board Members, through their independent legal counsel, also
requested in writing and received additional information
regarding the proposed Transaction and its impact on the
provision of services by NAM and its affiliates.
The Independent Board Members received, well in advance of the
July Meeting, materials which outlined, among other things:
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the structure and terms of the Transaction, including MDPs
co-investor entities and their expected ownership interests, and
the financing arrangements that will exist for Nuveen following
the closing of the Transaction;
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28
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the strategic plan for Nuveen following the Transaction;
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the governance structure for Nuveen following the Transaction;
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any anticipated changes in the operations of the Nuveen funds
following the Transaction, including changes to NAMs and
Nuveens day-to-day management, infrastructure and ability
to provide advisory, distribution or other applicable services
to the Funds;
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any changes to senior management or key personnel who work on
Fund related matters (including portfolio management, investment
oversight, and legal/compliance) and any retention or incentive
arrangements for such persons;
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any anticipated effect on each Funds expense ratio
(including advisory fees) following the Transaction;
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any benefits or undue burdens imposed on the Funds as a result
of the Transaction;
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any legal issues for the Funds as a result of the Transaction;
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the nature, quality and extent of services expected to be
provided to the Funds following the Transaction, changes to any
existing services and policies affecting the Funds, and
cost-cutting efforts, if any, that may impact such services or
policies;
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any conflicts of interest that may arise for Nuveen or MDP with
respect to the Funds;
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the costs associated with obtaining necessary shareholder
approvals and who would bear those costs; and
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from legal counsel, a memorandum describing the applicable laws,
regulations and duties in approving advisory contracts,
including, in particular, with respect to a change of control.
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Immediately preceding the July Meeting, representatives of MDP
met with the Board to further respond to questions regarding the
Transaction. After the meeting with MDP, the Independent Board
Members met with independent legal counsel in executive session.
At the July Meeting, Nuveen also made a presentation and
responded to questions. Following the presentations and
discussions of the materials presented to the Board, the
Independent Board Members met again in executive session with
their counsel. As outlined in more detail below, the Independent
Board Members considered all factors they believed relevant with
respect to each Fund, including the impact that the Transaction
could be expected to have on the following: (a) the nature,
extent and quality of services to be provided; (b) the
investment performance of the Funds; (c) the costs of the
services and profits to be realized by Nuveen and its
affiliates; (d) the extent to which economies of scale
would be realized; and (e) whether fee levels reflect those
economies of scale for the benefit of investors. As noted above,
during the past year, the Board Members had completed their
annual review of, or initially approved, the respective Original
Investment Management Agreements and Original Sub-Advisory
Agreements and many of the factors considered at such reviews
were applicable to their evaluation of the New Investment
Management Agreements and New Sub-Advisory Agreements.
Accordingly, in evaluating such agreements, the Board Members
relied upon their knowledge and experience with the
Fund Advisers and considered the information received and
their evaluations and conclusions drawn at the reviews. The
Independent Board Members evaluated
29
all information available to them on a
Fund-by-Fund
basis, and their determinations were made separately in respect
of each Fund.
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A.
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Nature,
Extent and Quality of Services
|
In evaluating the nature, quality and extent of the services
expected to be provided by the Fund Adviser under the
applicable New Investment Management Agreement or New
Sub-Advisory Agreement, the Independent Board Members
considered, among other things, the expected impact, if any, of
the Transaction on the operations, facilities, organization and
personnel of NAM and each Sub-Adviser (if applicable); the
potential implications of regulatory restrictions on the Funds
following the Transaction; the ability of NAM and its affiliates
to perform their duties after the Transaction; and any
anticipated changes to the current investment and other
practices of the Funds.
The Board noted that the terms of each New Investment Management
Agreement, including the fees payable thereunder, are
substantially identical to those of the Original Investment
Management Agreement relating to the same Fund (with both
reflecting reductions to fee levels in the complex-wide fee
schedule for complex-wide assets in excess of $80 billion
that have an effective date of August 20, 2007). Similarly,
the terms of each New Sub-Advisory Agreement, including fees
payable thereunder, are substantially identical to those of the
Original Sub-Advisory Agreement relating to the same Fund. The
Board considered that the services to be provided and the
standard of care under the New Investment Advisory Agreements
and the New Sub-Advisory Agreements are the same as the
corresponding original agreements. For Funds with Sub-Advisers,
the Board Members noted the Transaction does not alter the
allocation of responsibilities between the Adviser and
Sub-Adviser. The respective Sub-Adviser for the applicable Funds
will continue to furnish an investment program in respect of,
make investment decisions for and place all orders for the
purchase and sale of securities for the portion of the
Funds investment portfolio allocated by the Adviser to the
respective Sub-Adviser, all on behalf of the applicable Fund and
subject to oversight of the Board and the Adviser. The Board
Members further noted that key personnel of the Adviser or
Sub-Adviser who have responsibility for the Funds in each area,
including portfolio management, investment oversight, fund
management, fund operations, product management,
legal/compliance and board support functions, are expected to be
the same following the Transaction. The Board Members considered
and are familiar with the qualifications, skills and experience
of such personnel. The Board also considered certain information
regarding any anticipated retention or incentive plans designed
to retain key personnel. Further, the Board Members noted that
no changes to Nuveens infrastructure (including at the
affiliated Sub-Adviser level) or operations as a result of the
Transaction were anticipated other than potential enhancements
as a result of an expected increase in the level of investment
in such infrastructure and personnel. The Board noted MDPs
representations that it does not plan to have a direct role in
the management of Nuveen, appointing new management personnel,
or directly impacting individual staffing decisions. The Board
Members also noted that there were not any planned cost
cutting measures that could be expected to reduce the
nature, extent or quality of services. After consideration of
the foregoing, the Board Members concluded that no diminution in
the nature, quality and extent of services provided to the Funds
and their shareholders by the respective Fund Advisers is
expected.
In addition to the above, the Board Members considered potential
changes in the operations of each Fund. In this regard, the
Board Members considered the potential effect of regulatory
30
restrictions on the Funds transactions with future
affiliated persons. During their deliberations, it was noted
that, after the Transaction, a subsidiary of Merrill Lynch is
expected to have an ownership interest in Nuveen at a level that
will make Merrill Lynch an affiliated person of Nuveen. The
Board Members recognized that applicable law would generally
prohibit the Funds from engaging in securities transactions with
Merrill Lynch as principal, and would also impose restrictions
on using Merrill Lynch for agency transactions. They recognized
that having MDP and Merrill Lynch as affiliates may restrict the
Funds ability to invest in securities of issuers
controlled by MDP or issued by Merrill Lynch and its affiliates
even if not bought directly from MDP or Merrill Lynch as
principal. They also recognized that various regulations may
require the Funds to apply investment limitations on a combined
basis with affiliates of Merrill Lynch. The Board Members
considered information provided by NAM regarding the potential
impact on the Funds operations as a result of these
regulatory restrictions. The Board Members considered, in
particular, the Funds that may be impacted most by the
restricted access to Merrill Lynch, including: municipal funds
(particularly certain state-specific funds), senior loan funds,
taxable fixed income funds, preferred security funds and funds
that heavily use derivatives. The Board Members considered such
Funds historic use of Merrill Lynch as principal in their
transactions and information provided by NAM regarding the
expected impact resulting from Merrill Lynchs affiliation
with Nuveen and available measures that could be taken to
minimize such impact. NAM informed the Board Members that,
although difficult to determine with certainty, its management
did not believe that MDPs or Merrill Lynchs status
as an affiliate of Nuveen would have a material adverse effect
on any Funds ability to pursue its investment objectives
and policies.
In addition to the regulatory restrictions considered by the
Board, the Board Members also considered potential conflicts of
interest that could arise between the Funds and various parties
to the Transaction and discussed possible ways of addressing
such conflicts.
Based on its review along with its considerations regarding
services at the annual
and/or
initial review, the Board concluded that the Transaction was not
expected to adversely affect the nature, quality or extent of
services provided by the respective Fund Adviser and that
the expected nature, quality and extent of such services
supported approval of the New Investment Management Agreements
and New Sub-Advisory Agreements.
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B.
|
Performance
of the Funds
|
With respect to the performance of the Funds, the Board
considered that the portfolio management personnel responsible
for the management of the Funds portfolios were expected
to continue to manage the portfolios following the completion of
the Transaction.
In addition, the Board Members recently reviewed Existing Fund
performance at the May Meeting, as described above, and
determined such Funds performance was satisfactory or
better. With respect to New Funds, the Funds did not have their
own performance history at their respective Initial Approval
Meetings. However, in certain cases, the Board Members received
simulated performance information regarding the proposed
investment strategies for the applicable New Fund (if
available). The Board Members noted that the New Funds have only
been operating for a short period since their inception. In this
regard, with respect to the annual review at the May Meeting for
Global Government and Global Value, the Board Members noted such
Funds have a performance history that is too short for a
meaningful assessment of performance. The Board Members further
noted that the investment policies and strategies were not
expected to change as a result of the Transaction.
31
In light of the foregoing factors, along with the prior findings
regarding performance at the annual review, the Board concluded
that its findings with respect to performance supported approval
of the New Investment Management Agreements and New Sub-Advisory
Agreements.
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C.
|
Fees,
Expenses and Profitability
|
As described in more detail above, during the annual or initial
reviews, the Board Members considered, among other things, the
management fees and expenses of the Funds, the breakpoint
schedules, and comparisons of such fees and expenses with peers.
At the annual or initial review, the Board Members determined
that the respective Funds advisory fees and expenses were
reasonable. In evaluating the profitability of the
Fund Adviser under the New Investment Management Agreements
and New Sub-Advisory Agreements, the Board Members considered
their conclusions at their prior reviews and whether the
management fees or other expenses would change as a result of
the Transaction. As described above, the investment management
fee for NAM is composed of two componentsa fund-level
component and complex-wide level component. The fee schedule
under the New Investment Management Agreements to be paid to NAM
is identical to that under the Original Investment Management
Agreements, including the modified complex-wide fee schedule. As
noted above, the Board recently approved a modified complex-wide
fee schedule that would generate additional fee savings on
complex-wide assets above $80 billion. See Appendix D
for both the prior and the new complex-wide fee schedule. The
modifications have an effective date of August 20, 2007 and
are part of the Original Investment Management Agreements.
Accordingly, the terms of the complex-wide component under the
New Investment Management Agreements are the same as under the
Original Investment Management Agreements. The Board Members
also noted that Nuveen has committed for a period of two years
from the date of closing of the Transaction that it will not
increase gross management fees for any Fund and will not reduce
voluntary expense reimbursement levels for any Fund from their
currently scheduled prospective levels. Based on the information
provided, the Board Members did not expect that overall Fund
expenses would increase as a result of the Transaction.
In addition, the Board Members considered that additional fund
launches were anticipated after the Transaction which would
result in an increase in total assets under management in the
complex and a corresponding decrease in overall management fees
under the complex-wide fee schedule. Taking into consideration
the Boards prior evaluation of fees and expenses at the
annual renewal or initial approval, and the modification to the
complex-wide fee schedule, the Board determined that the
management fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty
the impact of the Transaction on Nuveens profitability for
its advisory activities (which includes its affiliated
Sub-Advisers), at the recent annual review, the Board Members
were satisfied that Nuveens level of profitability for its
advisory activities was reasonable. During the year, the Board
Members had noted the enhanced dialogue regarding profitability
and the appointment of an Independent Board Member as a point
person to review methodology determinations and refinements in
calculating profitability. Given their considerations at the
annual or initial review and the modifications to the
complex-wide fee schedule, the Board Members were satisfied that
Nuveens level of profitability for its advisory activities
continues to be reasonable.
With respect to the Sub-Advisers, the fees paid under the New
Sub-Advisory Agreements are the same as the Original
Sub-Advisory Agreements. With respect to Funds with Sub-Advisers
32
unaffiliated with Nuveen, the Board Members considered the
Sub-Advisers revenues from serving as Sub-Adviser to the
applicable Funds, expenses (including the basis for allocating
expenses) and profitability margins (pre- and post-tax) at the
annual review. The Transaction is not anticipated to affect the
profitability of such Sub-Advisers. At the annual review, the
Board Members were satisfied that the respective
Fund Advisers level of profitability was reasonable
in light of the services provided. Taking into account the
Boards prior evaluation and the fact that sub-advisory
fees will not change, the Board Members were satisfied that the
respective Fund Advisers levels of profitability were
reasonable in light of the services provided.
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D.
|
Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
|
The Board Members have been cognizant of economies of scale and
the potential benefits resulting from the costs of a Fund being
spread over a larger asset base. To help ensure that
shareholders share in the benefits derived from economies of
scale, the Board adopted the complex-wide fee arrangement in
2004. At the May Meeting, the Board Members reviewed the
complex-wide fee arrangements and noted that additional
negotiations may be necessary or appropriate as the assets in
the complex approached the $91 billion threshold. In light
of this assessment coupled with the upcoming Transaction, at the
June 15, 2007 meeting, the ad hoc committee met with
representatives of Nuveen to further discuss modifications to
the complex-wide fee schedule that would generate additional
savings for shareholders as the assets of the complex grow. The
proposed terms for the complex-wide fee schedule are expressed
in terms of targeted cumulative savings at specified levels of
complex-wide assets, rather than in terms of targeted marginal
complex-wide fee rates. Under the modified schedule, the
schedule would generate additional fee savings beginning at
complex-wide assets of $80 billion in order to achieve
targeted cumulative annual savings at $91 billion of
$28 million on a complex-wide level (approximately
$0.6 million higher than those generated under the then
current schedule) and generate additional fee savings for asset
growth above complex-wide assets of $91 billion in order to
achieve targeted annual savings at $125 billion of assets
of approximately $50 million on a complex-wide level
(approximately $2.2 million higher annually than that
generated under the then current schedule). At the July Meeting,
the Board approved the modified complex-wide fee schedule for
the Original Investment Management Agreements and these same
terms will apply to the New Investment Management Agreements.
Accordingly, the Board Members believe that the breakpoint
schedules and revised complex-wide fee schedule are appropriate
and desirable in ensuring that shareholders participate in the
benefits derived from economies of scale.
During their recent annual or initial review, the Board Members
considered any indirect benefits that the Fund Adviser may
receive as a result of its relationship with the Funds, as
described above. As the policies and operations of the
Fund Advisers are not anticipated to change significantly
after the Transaction, such indirect benefits should remain
after the Transaction. The Board Members further considered any
additional indirect benefits to be received by the
Fund Adviser or its affiliates after the Transaction. The
Board Members noted that other than benefits from its ownership
interest in Nuveen and indirect benefits from fee revenues paid
by the Funds under the management agreements and other
Board-approved relationships, it was currently not expected that
MDP or its affiliates would derive any benefit from the Funds as
a result of the Transaction or transact any business with or on
behalf of the
33
Funds (other than perhaps potential Fund acquisitions, in
secondary market transactions, of securities issued by MDP
portfolio companies); or that Merrill Lynch or its affiliates
would derive any benefits from the Funds as a result of the
Transaction (noting that, indeed, Merrill Lynch would stand to
experience the discontinuation of principal transaction activity
with the Funds and likely would experience a noticeable
reduction in the volume of agency transactions with the Funds).
In addition to the factors above, the Board Members also
considered the following with respect to the Funds:
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Nuveen would rely on the provisions of Section 15(f) of the
1940 Act (as described above). In this regard, to help ensure
that an unfair burden is not imposed on the Funds, Nuveen has
committed for a period of two years from the date of the closing
of the Transaction (i) not to increase gross management
fees for any Fund; (ii) not to reduce voluntary expense
reimbursement levels for any Fund from their currently scheduled
prospective levels during that period; (iii) that no Fund
whose portfolio is managed by a Nuveen affiliate shall use
Merrill Lynch as a broker with respect to portfolio transactions
done on an agency basis, except as may be approved in the future
by the Compliance Committee of the Board; and (iv) that
each adviser/portfolio team affiliated with Nuveen shall not
cause the Funds (or sleeves thereof) and other Nuveen funds that
the team manages, as a whole, to enter into portfolio
transactions with or through the other minority owners of
Nuveen, on either a principal or an agency basis, to a
significantly greater extent than both what one would expect an
investment team to use such firm in the normal course of
business, and what such team has historically done, without
prior Board or Compliance Committee approval (excluding the
impact of proportionally increasing the use of such other
minority owners to fill the void necessitated by not
being able to use Merrill Lynch).
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The Funds would not incur any costs in seeking the necessary
shareholder approvals for the New Investment Management
Agreements or New Sub-Advisory Agreements (except for any costs
attributed to seeking shareholder approvals of Fund specific
matters unrelated to the Transaction, such as approval of Board
Members or changes to investment policies, in which case a
portion of such costs will be borne by the applicable Funds).
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The reputation, financial strength and resources of MDP.
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The long-term investment philosophy of MDP and anticipated plans
to grow Nuveens business to the benefit of the Funds.
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The benefits to the Funds as a result of the Transaction
including: (i) as a private company, Nuveen may have more
flexibility in making additional investments in its business;
(ii) as a private company, Nuveen may be better able to
structure compensation packages to attract and retain talented
personnel; (iii) as certain of Nuveens distribution
partners are expected to be equity or debt investors in Nuveen,
Nuveen may be able to take advantage of new or enhanced
distribution arrangements with such partners; and
(iv) MDPs experience, capabilities and resources that
may help Nuveen identify and acquire investment teams or firms
and finance such acquisitions.
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The historic premium and discount levels at which the shares of
the Funds have traded at specified dates with particular focus
on the premiums and discounts after the
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34
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announcement of the Transaction, taking into consideration
recent volatile market conditions and steps or initiatives
considered or undertaken by NAM to address discount levels.
|
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members,
including the Independent Board Members, unanimously concluded
that the terms of the New Investment Management Agreements and
New Sub-Advisory Agreements are fair and reasonable, that the
fees therein are reasonable in light of the services to be
provided to each Fund and that the New Investment Management
Agreements and New Sub-Advisory Agreements should be approved
and recommended to shareholders.
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III.
|
Approval
of Interim Contracts
|
As noted above, at the July Meeting, the Board Members,
including the Independent Board Members, unanimously approved
the Interim Investment Management Agreements and Interim
Sub-Advisory Agreements. If necessary to assure continuity of
advisory services, the Interim Investment Management Agreements
and Interim Sub-Advisory Agreements will take effect upon the
closing of the Transaction if shareholders have not yet approved
the New Investment Management Agreements and New Sub-Advisory
Agreements. The terms of each Interim Investment Management
Agreement and Interim Sub-Advisory Agreement are substantially
identical to those of the corresponding Original Investment
Management Agreement and New Investment Management Agreement and
the Original Sub-Advisory Agreement and New Sub-Advisory
Agreement, respectively, except for the term and escrow
provisions described above. In light of the foregoing, the Board
Members, including the Independent Board Members, unanimously
determined that the scope and quality of services to be provided
to the Funds under the respective Interim Investment Management
Agreement and Interim Sub-Advisory Agreement are at least
equivalent to the scope and quality of services provided under
the applicable Original Investment Management Agreement and
Original Sub-Advisory Agreement.
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3.
|
Approval
of New Sub-Advisory Agreements for Equity Premium, Equity
Premium Advantage, Equity Premium Income and Equity Premium
Opportunity only
|
Background
NAM previously entered into investment sub-advisory agreements
with Gateway for each of Equity Premium, Equity Premium
Advantage, Equity Premium Income and Equity Premium Opportunity
(each a Nuveen Gateway Fund and collectively, the
Nuveen Gateway Funds). In addition, shareholders of
each of the Nuveen Gateway Funds are being asked in proposal 2
of this proxy statement to approve a new sub-advisory agreement
to take effect following the Nuveen Transaction with MDP. Each
sub-advisory agreement between NAM and Gateway in effect
immediately prior to the date of the Gateway Transaction (as
defined below) is referred to as an Original Sub-Advisory
Agreement and collectively as the Original
Sub-Advisory Agreements.
It is currently expected that on or about February 12,
2008, Natixis Global Asset Management, L.P. will acquire,
through its wholly owned subsidiary, IXIS Anchor Acquisition,
LLC (which will simultaneously change its name to Gateway
Investment Advisers, LLC (New Gateway)),
35
substantially all of the assets and liabilities of Gateway (the
Gateway Transaction). Consummation of the Gateway
Transaction is subject to a number of conditions, including
Gateways receipt, from clients representing a large
portion of assets managed by Gateway, of the requisite consents
or approvals necessary for New Gateway to replace Gateway, as
the clients adviser or sub-adviser.
Gateway is a Delaware limited partnership, 74.66% of which is
owned by its general partner, Gateway Investment Advisers, Inc.
(the General Partner), an Ohio corporation. The
management, policies, and control of Gateway are vested
exclusively in the General Partner. The General Partner is owned
by J. Patrick Rogers and Walter G. Sall. Mr. Rogers has
been President of Gateway since 1995 and has served as its Chief
Executive Officer since 2006. Mr. Sall founded Gateway in
1977 and serves as its Chairman. Gateway also has three limited
partners (the Limited Partners), each of which is a
corporation owned by a senior executive officer of Gateway other
than Mr. Sall and Mr. Rogers. The Limited Partners
collectively own a 25.34% interest in Gateway.
New Gateway, a Delaware limited liability company, will be a
wholly owned subsidiary of Natixis Global Asset Management, L.P.
(Natixis GAM), a Delaware limited partnership which
is a subsidiary of Natixis Global Asset Management, a French
corporation that serves as the holding company for the asset
management businesses of Natixis. Natixis GAM is ultimately
owned principally, directly or indirectly, by three large French
financial services entities: Natixis (formerly Natixis Banques
Populaires), an investment banking and financial services firm;
the Caisse Nationale des Caisses dEpargne, a financial
institution owned by French regional savings banks known as the
Caisses dEpargne; and Banque Fédérale des
Banques Populaires, a financial institution owned by French
regional cooperative banks known as the Banques Populaires.
Natixis GAM has 14 principal subsidiary or affiliated asset
management firms that collectively had over $247 billion in
assets under management at December 31, 2006. Assuming the
Gateway Transaction occurs, New Gateway will be the successor in
interest to Gateway, which is in turn the successor in interest
to an investment adviser organized in 1977. Gateway had over
$7.6 billion in assets under management as of June 30,
2007.
Each Original Sub-Advisory Agreement, as required by
Section 15 of the 1940 Act, provides for its automatic
termination upon its assignment, as that term is
defined in the 1940 Act. Under the 1940 Act, a change in control
of an investment companys sub-adviser is deemed to be an
assignment. The Gateway Transaction will cause a change in
control of Gateway and, accordingly, will be deemed to cause an
assignment of each Original Sub-Advisory Agreement. As a result,
each Original Sub-Advisory Agreement will be automatically
terminated as of the date of the Gateway Transaction.
In anticipation of the Gateway Transaction, the Board of each
Nuveen Gateway Fund met in person on July 31, 2007 for
purposes of considering whether it would be in the best
interests of each Nuveen Gateway Fund and its shareholders to
approve a new sub-advisory agreement between NAM and New Gateway
(each a New Gateway Sub-Advisory Agreement and
collectively, the New Gateway Sub-Advisory
Agreements) to take effect after the Gateway Transaction.
At the July 31, 2007 Board meeting, and for the reasons
discussed below (see Additional Board Considerations for
the Nuveen Gateway Funds), the Board of each Nuveen
Gateway Fund, including the Independent Board Members,
unanimously determined that the New Gateway Sub-Advisory
Agreements were in the best interests of each Fund and its
36
shareholders and approved the New Gateway Sub-Advisory
Agreements, subject to the consummation of the Gateway
Transaction and approval by shareholders. The 1940 Act requires
that each New Gateway Sub-Advisory Agreement be approved by that
Funds shareholders in order for it to become effective. In
the event shareholders of a Fund do not approve that Funds
New Gateway Sub-Advisory Agreement, the Board of such Fund will
take such action as it deems to be in the best interests of the
Fund and its shareholders. In the event that the Gateway
Transaction is not consummated, Gateway will continue to serve
as sub-adviser to the Nuveen Gateway Funds under the Original
Sub-Advisory Agreements, because the Original Sub-Advisory
Agreement for each Fund would not terminate (except as described
in proposal 2 above). The form of the New Gateway
Sub-Advisory Agreement is attached hereto as Appendix G.
Comparison of
Original Sub-Advisory Agreement and New Gateway Sub-Advisory
Agreement
Gateway and New Gateway are referred to collectively as the
Sub-Adviser. The terms of each New Gateway
Sub-Advisory Agreement, including fees payable to the
Sub-Adviser by NAM thereunder, are substantially identical to
those of the Original Sub-Advisory Agreement and the New
Sub-Advisory Agreement, subject to shareholder approval under
proposal 2, except for the dates of effectiveness. There is
no change in the fee rate payable by NAM to the Sub-Adviser. If
approved by shareholders of a Nuveen Gateway Fund, the New
Gateway Sub-Advisory Agreement for the Fund will expire on
August 1, 2008, unless continued. Each New Gateway
Sub-Advisory Agreement will continue in effect from year to year
thereafter if such continuance is approved for the Fund at least
annually in the manner required by the 1940 Act and the rules
and regulations thereunder. Below is a comparison of certain
terms of the Original Sub-Advisory Agreements to the terms of
the New Gateway Sub-Advisory Agreements.
Advisory Services. The advisory services to be
provided by the Sub-Adviser to each Nuveen Gateway Fund under
the New Gateway Sub-Advisory Agreements will be identical to
those advisory services currently provided by the Sub-Adviser to
each Fund under the Original Sub-Advisory Agreements. Both the
Original Sub-Advisory Agreements and New Gateway Sub-Advisory
Agreements provide that the Sub-Adviser will furnish an
investment program in respect of, make investment decisions for
and place all orders for the purchase and sale of securities for
the portion of the Funds investment portfolio allocated by
the Adviser to the Sub-Adviser, all on behalf of the Fund and
subject to oversight of the Funds Board and the Adviser.
In performing its duties under both the Original Sub-Advisory
Agreements and the New Gateway Sub-Advisory Agreements, the
Sub-Adviser will monitor the Funds investments and will
comply with the provisions of the Funds Declaration of
Trust and By-Laws and the stated investment objectives, policies
and restrictions of the Fund. It is not anticipated that the
Gateway Transaction will have any adverse effect on the
performance of a Sub-Advisers obligations under the New
Gateway Sub-Advisory Agreements.
Brokerage. Both the Original Sub-Advisory Agreements
and New Gateway Sub-Advisory Agreements authorize the
Sub-Adviser to select the brokers or dealers that will execute
the purchases and sales of portfolio securities for the Nuveen
Gateway Funds, subject to its obligation to obtain best
execution under the circumstances, which may take account of the
overall quality of brokerage and research services provided to
the Sub-Adviser.
Fees. Under both the Original Sub-Advisory
Agreements and New Gateway Sub-Advisory Agreements, the Adviser
pays the Sub-Adviser a portfolio management fee out of the
37
investment management fee it receives from the Fund. The rate
of the portfolio management fees payable by the Adviser to the
Sub-Adviser under the New Gateway Sub-Advisory Agreements is
identical to the rate of the fees paid under the Original
Sub-Advisory Agreements. The annual rate of portfolio management
fees payable to the Sub-Adviser under the Original Sub-Advisory
Agreements and the New Gateway Sub-Advisory Agreements and the
fees paid by the Adviser to the Sub-Adviser with respect to each
Fund during each Funds last fiscal year is set forth in
Appendix I to this Proxy Statement. Appendix I also
includes the advisory fee rates and net assets of funds not
included in this Proxy Statement advised by the Sub-Adviser with
similar investment objectives as the Nuveen Gateway Funds.
Payment of Expenses. Under each Original
Sub-Advisory Agreement and New Gateway Sub-Advisory Agreement,
the Sub-Adviser agrees to pay all expenses it incurs in
connection with its activities under the Agreement other than
the cost of securities (including brokerage commissions)
purchased for the Nuveen Gateway Fund.
Limitation on Liability. The Original Sub-Advisory
Agreements and New Gateway Sub-Advisory Agreements provide that
the Sub-Adviser will not be liable for, and the Adviser will not
take any action against the Sub-Adviser to hold the Sub-Adviser
liable for, any error of judgment or mistake of law or for any
loss suffered by the Fund in connection with the performance of
the Sub-Advisers duties under the Agreement, except for a
loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Adviser in the performance of
duties under the Agreement, or by reason of its reckless
disregard of its obligations and duties under the Agreement.
Continuance. The Original Sub-Advisory Agreement of
each Nuveen Gateway Fund originally was in effect for an initial
term and could be continued thereafter for successive one-year
periods if such continuance was specifically approved at least
annually in the manner required by the 1940 Act. If the
shareholders of a Nuveen Gateway Fund approve the New Gateway
Sub-Advisory Agreement for that Fund, the New Gateway
Sub-Advisory Agreement will expire on August 1, 2008,
unless continued. Thereafter, the New Gateway Sub-Advisory
Agreement may be continued for successive one-year periods if
approved at least annually in the manner required by the 1940
Act.
Termination. The Original Sub-Advisory Agreement and
New Gateway Sub-Advisory Agreement for each Nuveen Gateway Fund
provide that the Agreement may be terminated at any time without
the payment of any penalty by NAM or the Sub-Adviser on sixty
(60) days written notice to the other party. The
Original Sub-Advisory Agreement and New Gateway Sub-Advisory
Agreement may also be terminated by a Fund with respect to that
Fund by action of the Funds Board or by a vote of a
majority of the outstanding voting securities of that Fund,
accompanied by 60 days written notice.
The Original Sub-Advisory Agreement and New Gateway Sub-Advisory
Agreement for each Nuveen Gateway Fund is also terminable with
respect to that Fund at any time without the payment of any
penalty, by the Adviser, the Board or by vote of a majority of
the outstanding voting securities of that Fund in the event that
it is established by a court of competent jurisdiction that the
Sub-Adviser or any of its officers or directors has taken any
action that results in a breach of the representations of the
Sub-Adviser set forth in the Agreement.
38
Information about
New Gateway
For general information about Gateway and its officers and
directors, see proposal 2. New Gateway will acquire
substantially all of the assets and liabilities of Gateway and
will become the successor in interest to Gateways entire
business. It is anticipated that New Gateway will operate as a
stand-alone registered investment adviser. The management,
policies and control of New Gateway are vested exclusively in
its board of managers, which will include representatives from
Natixis GAM and Gateway senior management chosen by Natixis GAM.
After the Gateway Transaction, it is anticipated that each
officer of Gateway will serve New Gateway in the same capacity.
In connection with the Gateway Transaction, J. Patrick Rogers,
Gateways Chief Executive Officer and co-portfolio manager
of the Nuveen Gateway Funds, Kenneth H. Toft, Gateway Vice
President and co-portfolio manager of Equity Premium Opportunity
and Equity Premium, Michael T. Buckius, Gateway Vice President
and co-portfolio manager of Equity Premium Income and Equity
Premium Advantage, and Paul R. Stewart, Gateways Chief
Investment Officer, have each extended the terms of their
employment agreements with New Gateway. The Gateway Transaction
is not expected to have any effect on the portfolio management
of the Nuveen Gateway Funds.
Shareholder
Approval
To become effective, each Nuveen Gateway Funds New Gateway
Sub-Advisory Agreement must be approved by a vote of a majority
of the outstanding voting securities of the Fund. The vote
of a majority of the outstanding voting securities is
defined in the 1940 Act as the lesser of the vote of
(i) 67% or more of the shares of the Fund entitled to vote
thereon present at the meeting if the holders of more than 50%
of such outstanding shares are present in person or represented
by proxy; or (ii) more than 50% of such outstanding shares
of the Fund entitled to vote thereon. Each New Gateway
Sub-Advisory Agreement was approved by the Board after
consideration of all factors which it determined to be relevant
to its deliberations, including those discussed below. The Board
also determined to submit the New Gateway Sub-Advisory Agreement
for consideration by the shareholders of the Fund.
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR approval of the Funds
New Gateway Sub-Advisory Agreement.
Additional Board
Considerations for the Nuveen Gateway Funds
Approval
of the New Gateway Sub-Advisory Agreements on behalf of the
Nuveen Gateway Funds
Following the May Meeting, the Board Members were advised of the
potential Gateway Transaction. As noted above, the completion of
the Gateway Transaction would terminate the Original
Sub-Advisory Agreement with Gateway and NAM on behalf of each
Nuveen Gateway Fund. Accordingly, at the July Meeting, the Board
of each Nuveen Gateway Fund, including the Independent Board
Members, unanimously approved the New Gateway Sub-Advisory
Agreement on behalf of each Nuveen Gateway Fund.
In connection with their review of the New Gateway Sub-Advisory
Agreements, the Independent Board Members, through their
independent legal counsel, requested in writing and received
information regarding the proposed Gateway Transaction and its
impact on the provision of services by Gateway to the Nuveen
Gateway Funds.
39
The Independent Board Members received, well in advance of the
July Meeting, materials provided by Gateway and Nuveen which
outlined, among other things:
|
|
|
the structure and terms of the Gateway Transaction, including
the ownership structure of Natixis GAM following the closing of
the Gateway Transaction and the financing arrangements that will
exist for New Gateway following the Gateway Transaction;
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the strategic plan for New Gateway following the Gateway
Transaction;
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background information regarding Natixis GAM, including its or
its affiliates experience providing advisory
and/or
sub-advisory services to registered investment companies,
financial condition, and regulatory or litigation history;
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any anticipated changes in the operations of Gateway following
the Gateway Transaction, including changes to Gateways
day-to-day management and infrastructure that are relevant to
the services provided to the Nuveen Gateway Funds, the ability
to provide sub-advisory services to the Nuveen Gateway Funds and
to interact with NAM, as Adviser to the Nuveen Gateway Funds;
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any changes or additions to senior management or the key
personnel of Gateway who work on Nuveen Gateway Fund-related
matters (including anticipated changes to portfolio management
and compliance personnel); any retention or incentive
arrangements for such persons; and, if new personnel are
assigned to the Nuveen Gateway Funds, their experience and
background;
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any anticipated effect on each Nuveen Gateway Funds
expense ratio (including changes to sub-advisory fees) following
the Gateway Transaction;
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any benefits or undue burdens imposed on the Nuveen Gateway
Funds as a result of the Gateway Transaction;
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the nature, quality and extent of the sub-advisory services
expected to be provided to the Nuveen Gateway Funds following
the Gateway Transaction, changes to any existing sub-advisory
services and policies affecting the Nuveen Gateway Funds, and
any cost-cutting efforts, if any, that may impact such services
or policies;
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whether the Gateway Transaction will result in an increase in
assets to be managed by the Nuveen Gateway Funds portfolio
managers;
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any conflicts of interest that may arise for Gateway or that
Natixis GAM or its affiliates may have with respect to the
Nuveen Gateway Funds;
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the costs associated with obtaining necessary shareholder
approvals, and who would bear those costs; and
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from legal counsel, a memorandum describing the applicable laws,
regulations and duties in approving advisory contracts,
including, in particular, with respect to a change of control.
|
At the July Meeting, representatives of Nuveen made a
presentation and responded to questions. Following the
presentations and discussions of the materials presented to the
Board, the Independent Board Members met in executive session
with their counsel. As outlined in more detail below, the
Independent Board Members considered all factors they believed
relevant with respect to each Nuveen Gateway Fund, including the
impact that the Gateway Transaction could be expected to have on
the following: (a) the nature, extent and
40
quality of services to be provided; (b) the investment
performance of the Nuveen Gateway Funds; (c) the costs of
the services and profits to be realized by Gateway; (d) the
extent to which economies of scale would be realized; and
(e) whether fee levels reflect those economies of scale for
the benefit of investors. As noted above, the Board Members had
recently completed their annual review of the Original Gateway
Sub-Advisory Agreements at the May Meeting and many of the
factors considered at the annual review were applicable to their
evaluation of the New Gateway Sub-Advisory Agreements.
Accordingly, in evaluating the New Gateway Sub-Advisory
Agreements, the Board Members relied upon their knowledge and
experience with Gateway and considered the information received
and their evaluations and conclusions drawn at the annual
review. The Independent Board Members evaluated all information
available to them on a
Fund-by-Fund
basis, and their determinations were made separately in respect
of each Nuveen Gateway Fund.
|
|
A.
|
Nature,
Extent and Quality of Services
|
In evaluating the nature, quality and extent of the services
expected to be provided by New Gateway under the New Gateway
Sub-Advisory Agreements, the Independent Board Members
considered, among other things, the expected impact, if any, of
the Gateway Transaction on the operations, facilities,
organization and personnel of Gateway; the potential
implications of regulatory restrictions on the Funds following
the Gateway Transaction; the ability of New Gateway to perform
its duties after the Gateway Transaction; and any anticipated
changes to the current investment and other practices of the
Nuveen Gateway Funds.
The Board noted that the terms of each New Gateway Sub-Advisory
Agreement, including fees payable thereunder, are substantially
identical to those of the Original Gateway Sub-Advisory
Agreement relating to the same Fund, except for the date of
effectiveness. The Board considered that the advisory services
to be provided by New Gateway to each Nuveen Gateway Fund under
the New Gateway Sub-Advisory Agreements are the same as the
Original Gateway Sub-Advisory Agreements. The fees under the New
Gateway Sub-Advisory Agreements are the same as the Original
Gateway Sub-Advisory Agreements. (However, it was noted that
because the sub-advisory fees for Equity Premium Income and
Equity Premium Opportunity are based on a percentage of the
advisory fee to NAM, the modified complex-wide fee schedule
described above will also impact the sub-advisory fees to be
collected by Gateway.) The Board Members further noted that all
of Gateways senior management staff will continue to serve
in their current capacities following the Gateway Transaction.
The Board Members noted that the investment team is expected to
remain in place under extended-term employment agreements. The
Board Members considered and are familiar with such
personnels qualifications, skills and experience. Further,
the Board Members noted that changes to Gateways
infrastructure relevant to the services provided to the Nuveen
Gateway Funds were not planned or anticipated. New Gateway will
continue to operate as a separate, stand-alone registered
investment adviser, independent from Natixis GAMs other
investment management affiliates. The Board Members also noted
that there were not any planned cost cutting
measures that could be expected to reduce the nature, extent, or
quality of sub-advisory services provided to the Nuveen Gateway
Funds. After consideration of the foregoing, the Board Members
concluded that no diminution in the nature, quality and extent
of services provided to the Nuveen Gateway Funds and their
shareholders is expected.
In addition to the above, the Board Members considered potential
changes in the operations of the Nuveen Gateway Funds. In this
regard, the Board Members considered the potential effect
41
of regulatory restrictions on the Nuveen Gateway Funds
transactions with affiliated persons. The Board Members noted
Gateways representations that it will implement policies
and procedures to prevent trading with affiliated firms on
behalf of the Nuveen Gateway Funds, but does not expect the
foregoing to have any impact as the firms that will be
affiliated with New Gateway generally are not common trading
partners used for those Funds. In addition to regulatory
restrictions considered by the Board, the Board Members also
considered whether a significant increase in assets under
management could impact the management of the Nuveen Gateway
Funds. While New Gateway will continue to seek increases in
assets under management, due to the depth of volume in the
markets its strategy operates, Gateway did not believe a
significant increase in assets under management would affect its
capacity to manage the Nuveen Gateway Funds. The Board Members
also considered potential conflicts of interest that could arise
between the Nuveen Gateway Funds and the various parties to the
Gateway Transaction, noting that Gateway did not believe any
conflict of interest arose as a result of the Gateway
Transaction.
Based on its review along with its considerations regarding
services at the annual review, the Board concluded that the
Gateway Transaction was not expected to adversely affect the
nature, quality or extent of services provided and that the
expected nature, quality and extent of such services supported
approval of the New Gateway Sub-Advisory Agreements.
|
|
B.
|
Performance
of the Funds
|
With respect to the performance of the Nuveen Gateway Funds, the
Board considered that the portfolio management personnel
responsible for the management of the Funds portfolios
were expected to continue to manage the portfolios following the
completion of the Gateway Transaction.
In addition, the Board Members recently reviewed the Nuveen
Gateway Funds performance at the May Meeting as described
above and determined that such performance was satisfactory or
better. Further, the investment policies and strategies were not
expected to change as a result of the Gateway Transaction.
In light of the foregoing factors, along with the prior findings
regarding performance at the annual review, the Board concluded
that its findings with respect to performance supported approval
of the New Gateway Sub-Advisory Agreements.
|
|
C.
|
Fees,
Expenses and Profitability
|
As described in more detail above, during the annual review the
Board Members considered, among other things, the management
fees and expenses of the Nuveen Gateway Funds, the breakpoint
schedules, and comparisons of such fees and expenses with peers.
The Board also considered the sub-advisory arrangements of the
Nuveen Gateway Funds. In considering the fees of Gateway at the
annual review, the Board Members considered the pricing schedule
or fees that the Sub-Adviser charges for similar investment
management services for other fund sponsors or clients, as
available. The Board also noted that as Gateway is unaffiliated
with Nuveen, the sub-advisory fees were the result of
arms-length negotiations. At the annual review, the Board
Members determined that the Nuveen Gateway Funds advisory
fees and expenses were reasonable. In evaluating the
sub-advisory fees and profitability of Gateway under the New
Gateway Sub-Advisory Agreements, the Board Members considered
their prior conclusions at the annual review and whether the
sub-advisory fees or other expenses would
42
change as a result of the Gateway Transaction. As noted, the
sub-advisory fee schedules under each New Gateway Sub-Advisory
Agreement are the same as those of the Original Gateway
Sub-Advisory Agreement relating to the same Nuveen Gateway Fund.
Based on information provided, the Board does not anticipate
that the Gateway Transaction will have any effect on the Nuveen
Gateway Funds expense ratios. In light of the foregoing
and taking into consideration the Boards prior evaluation
of fees and expenses at the annual renewal, the Board determined
that the sub-advisory fees and expenses were reasonable.
While it is difficult to predict with any degree of certainty
the impact of the Gateway Transaction on Gateways
profitability, at the recent annual review, the Board Members
were satisfied that the level of profitability for its
sub-advisory activities was reasonable. As noted, there is no
change to the sub-advisory fee schedule for the Nuveen Gateway
Funds. Further, as New Gateway will continue to operate as an
autonomous organization, separate and distinct from Natixis
GAMs other investment management affiliates, no economies
of scale relating to the provision of sub-advisory services to
the Nuveen Gateway Funds are anticipated in connection with the
Gateway Transaction. Based on their review and given their
considerations at the annual review, the Board Members were
satisfied that Gateways level of profitability for its
sub-advisory activities continues to be reasonable.
|
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D.
|
Economies
of Scale and Whether Fee Levels Reflect These Economies of
Scale
|
As noted, New Gateway will continue to operate as an autonomous
entity, separate from other Natixis GAMs other investment
management affiliates. Accordingly economies of scale were not
anticipated to be achieved in connection with the Gateway
Transaction. In addition, the Board Members have been cognizant
of the benefits from economies of scale and considered the
breakpoint schedule in the New Gateway Sub-Advisory Agreements.
In addition, as described above, the Board has also adopted a
complex-wide fee arrangement to provide additional savings for
shareholders as assets in the complex grow. At the July Meeting,
the Board recently approved a modified complex-wide fee schedule
as described above under Board Considerations, Section II,
Paragraph D: Approval of the New Investment
Management Agreements and New Sub-Advisory
AgreementsEconomies of Scale and Whether Fee
Levels Reflect These Economies of Scale. Accordingly,
the Board Members believe that the breakpoint schedules and
revised complex-wide fee schedule are appropriate and desirable
in ensuring that shareholders participate in the benefits
derived from economies of scale.
During their recent annual review, the Board Members considered
any indirect benefits that Gateway may receive as a result of
its relationship with the Nuveen Gateway Funds. As the policies
and operations of Gateway are not anticipated to change
significantly after the Gateway Transaction, such indirect
benefits should remain after the Gateway Transaction. In this
regard, the Board Members considered, among other things,
whether Gateway received any benefits from soft dollar
arrangements. The Board has noted that, while Gateway may select
brokers that provide it with research services, it is
Gateways current practice not to receive soft dollar
credits in connection with trades executed for the Nuveen
Gateway Funds it advises but it may seek to do so in the future.
The Board Members further considered any additional indirect
benefits to be received by Gateway or its affiliates after the
Gateway Transaction. The Board Members noted that it was not
expected that Natixis GAM would
43
receive any direct benefits from the Nuveen Gateway Funds as a
result of the Gateway Transaction. Gateway does not currently
trade securities for the Nuveen Gateway Funds with any affiliate
of Gateway or Natixis GAM and has represented that it has no
intention to do so in the future. Other than Gateways
sub-advisory relationship with the Nuveen Gateway Funds, Gateway
and Natixis GAM have no other current or anticipated relation
with the Funds.
In addition to the factors above, the Board Members also
considered the following with respect to the Nuveen Gateway
Funds:
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|
|
the Nuveen Gateway Funds would not incur any costs in seeking
the necessary shareholder approvals for the New Gateway
Sub-Advisory Agreements;
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the reputation, financial strength and resources of Natixis
GAM; and
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|
the philosophy of Natixis GAM to permit Gateway to continue to
operate independently, permitting Gateway to manage the Nuveen
Gateway Funds in the same manner as currently done.
|
The Board Members did not identify any single factor discussed
previously as all-important or controlling. The Board Members,
including the Independent Board Members, unanimously concluded
that the terms of the New Gateway Sub-Advisory Agreements are
fair and reasonable, that the sub-advisory fees therein are
reasonable in light of the services to be provided to each
Nuveen Gateway Fund and that the New Gateway Sub-Advisory
Agreements be approved and recommended to shareholders.
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4.
|
Election
of Board Members by Floating Rate, Floating Rate Income
Opportunity, Tax-Advantaged Floating Rate and Senior Income,
which are holding their Annual Meetings of
shareholders:
|
Pursuant to the organizational documents of each Fund, each
Board is divided into three classes, Class I, Class II
and Class III, to be elected by the holders of the
outstanding Common Shares and any outstanding Preferred Shares,
voting together as a single class, to serve until the third
succeeding annual meeting subsequent to their election or
thereafter, in each case until their successors have been duly
elected and qualified. For each Fund, under normal
circumstances, holders of Preferred Shares are entitled to elect
two (2) Board Members. The Board Members elected by holders
of Preferred Shares will be elected to serve until the next
annual meeting or until their successors shall have been duly
elected and qualified.
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(a)
|
two (2) Board Members are to be elected by holders of
Common Shares and Preferred Shares, voting together as a single
class. Current Board Members Judith M. Stockdale and Carole
E. Stone have been designated as Class I Board
Members, and as nominees for election as Board Members at this
years Annual Meeting of shareholders for a term expiring
at the annual meeting of shareholders in 2010 or until their
successors have been duly elected and qualified. Board Members
Robert P. Bremner, Jack B. Evans, William C. Hunter
and David J. Kundert (except for Real Estate and
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44
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|
Diversified Dividend of which Mr. Kundert is not a Board
Member) are current and continuing Board Members. Board Members
Hunter and Kundert (except for Real Estate and Diversified
Dividend of which Mr. Kundert is not a Board Member) have
been designated as Class II Board Members for a term
expiring at the annual meeting of shareholders in 2008 or until
their successors have been duly elected and qualified. Board
Members Bremner and Evans have been designated as Class III
Board Members for a term expiring at the annual meeting of
shareholders in 2009 or until their successors have been duly
elected and qualified.
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(b)
|
two (2) Board Members are to be elected by holders of
Preferred Shares, all series voting together as a single class.
Current Board Members William J. Schneider and Timothy
R. Schwertfeger are nominees for election by holders of
Preferred Shares for a term expiring at the next annual meeting
of shareholders in 2008 or until their successors have been duly
elected and qualified.
|
The other Funds described in this proxy statement are not
holding their annual meeting of shareholders at this time and
are not electing Board Members at this Meeting.
For each Fund electing Board Members, the affirmative vote of a
plurality of the shares present and entitled to vote at the
Meeting will be required to elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy
to vote the shares represented thereby for the election of the
nominees listed in the table below unless the proxy is marked
otherwise. Each of the nominees has agreed to serve as a Board
Member of each Fund if elected. However, should any nominee
become unable or unwilling to accept nomination for election,
the proxies will be voted for substitute nominees, if any,
designated by that Funds present Board.
All of the Board Member nominees were last elected to Floating
Rate, Floating Rate Income Opportunity, Tax-Advantaged Floating
Rate and Senior Income Boards at the annual meeting of
shareholders for each Fund held on November 14, 2006, with
the exception of Ms. Stone. In December 2006,
Ms. Stone was appointed to each Funds Board effective
January 1, 2007 and designated as a Class I Board
Member. Ms. Stone is presented in this Joint Proxy
Statement as a nominee for election by shareholders and was
recommended to the nominating and governance committee of each
Funds Board by a third party search firm who received
Ms. Stones name from an Independent Board Member (as
defined below).
Other than Mr. Schwertfeger, all Board Member nominees are
not interested persons, as defined in the 1940 Act,
of the Funds or the Adviser and have never been an employee or
director of Nuveen, the Advisers parent company, or any
affiliate. Accordingly, such Board Members are deemed
Independent Board Members.
The Board unanimously recommends that holders of Common and
Preferred Shares vote FOR the election of the nominees Stockdale
and Stone and unanimously recommends that holders of Preferred
Shares vote FOR the election of nominees Schneider and
Schwertfeger.
45
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Board
Nominees/Board Members |
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Number of
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|
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|
Portfolios
|
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in Fund
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Other
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Complex
|
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Director-
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Position(s)
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Term of Office
|
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|
Overseen
|
|
|
ships Held
|
Name, Address
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|
Held with
|
|
and Length
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|
Principal
Occupation(s)
|
|
by Board
|
|
|
by Board
|
and Birth
Date
|
|
Fund
|
|
of Time
Served(1)
|
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During Past
5 Years
|
|
Member
|
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Member
|
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Nominees/Board Members who are
not interested persons of the Fund
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Robert P. Bremner
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(8/22/40)
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Board Member; Lead Independent
Director
|
|
Term: Class III Board Member
until 2009
Length of Service: Since 1996; Lead Independent Director Since
2005
|
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Private Investor and Management
Consultant.
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176
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N/A
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Jack B. Evans
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/22/48)
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Board Member
|
|
Term: Class III Board Member
until 2009
Length of Service: Since 1999
|
|
President, The
Hall-Perrine
Foundation, a private philanthropic corporation
(since 1996); Director and Vice Chairman, United Fire
Group, a publicly held company; Member of the Board of Regents
for the State of Iowa University System; Director, Gazette
Companies; Life Trustee of Coe College and Iowa College
Foundation; Member of the Advisory Council of the Department of
Finance in the Tippie College of Business, University of Iowa;
formerly, Director, Alliant Energy; formerly, Director, Federal
Reserve Bank of Chicago; formerly, President and Chief Operating
Officer, SCI Financial Group, Inc., a regional financial
services firm.
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176
|
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|
See Principal Occupation Description
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William C. Hunter
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(3/6/48)
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Board Member
|
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Term: Class II Board Member
until 2008
Length of Service: Since 2004
|
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Dean, Tippie College of Business,
University of Iowa (since July 2006); Director, Credit Research
Center at Georgetown University; Director (since 2004) of
Xerox Corporation, a publicly held company; formerly,
(2003-2006),
Dean and Distinguished Professor of Finance, School of Business
at the University of Connecticut; formerly, Senior Vice
President and Director of Research at the Federal Reserve Bank
of Chicago
(1995-2003);
formerly, Director, SS&C Technologies, Inc.
(May 2005-October 2005).
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176
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See Principal Occupation Description
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David J.
Kundert(2)
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(10/28/42)
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Board Member
|
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Term: Class II Board Member
until 2008
Length of Service: Since 2005
|
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Director, Northwestern Mutual
Wealth Management Company; retired (2004) as Chairman, JPMorgan
Fleming Asset Management, President and CEO, Banc One
Investment Advisors Corporation, and President, One Group
Mutual Funds; prior thereto, Executive Vice President, Bank One
Corporation and Chairman and CEO, Banc One Investment
Management Group; Board of Regents, Luther College; member of
the Wisconsin Bar Association; member of Board of
Directors, Friends of Boerner Botanical Gardens; member of Board
of Directors, Milwaukee Repertory Theater.
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174
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See Principal Occupation
Description
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46
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Number of
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Portfolios
|
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|
|
|
|
|
|
|
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|
in Fund
|
|
|
Other
|
|
|
|
|
|
|
|
|
Complex
|
|
|
Director-
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Overseen
|
|
|
ships Held
|
Name, Address
|
|
Held with
|
|
and Length
|
|
Principal
Occupation(s)
|
|
by Board
|
|
|
by Board
|
and Birth Date
|
|
Fund
|
|
of Time
Served(1)
|
|
During Past
5 Years
|
|
Member
|
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|
Member
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William J. Schneider
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(9/24/44)
|
|
Board Member and Nominee
|
|
Term: Annual (if elected)
Length of Service: Since 1996
|
|
Chairman,
Miller-Valentine
Partners Ltd., a real estate investment company; formerly,
Senior Partner and Chief Operating Officer (retired 2004)
of
Miller-Valentine
Group; formerly, Vice President,
Miller-Valentine
Realty; Director, Chair of the Finance Committee and Member of
the Audit Committee of Premier Health Partners, the
not-for-profit parent company of Miami Valley Hospital; Vice
President of the Dayton Philharmonic Orchestra Association;
Board Member, Regional Leaders Forum which promotes cooperation
on economic development issues; formerly, Director, Dayton
Development Coalition; formerly, Member, Community Advisory
Board, National City Bank, Dayton, Ohio and Business Advisory
Council, Cleveland Federal Reserve Bank.
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|
176
|
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See Principal Occupation Description
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Judith M. Stockdale
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(12/29/47)
|
|
Board Member and Nominee
|
|
Term: Class I Board Member until
2010 (if elected)
Length of Service:
Since 1997
|
|
Executive Director, Gaylord and
Dorothy Donnelley Foundation (since 1994); prior thereto,
Executive Director, Great Lakes Protection Fund (from 1990
to 1994).
|
|
|
176
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carole E. Stone
c/o Nuveen
Investments, Inc.
333 West Wacker Drive
Chicago, IL 60606
(6/28/47)
|
|
Board Member and Nominee
|
|
Term: Class I Board Member until
2010 (if elected)
Length of Service: Since 2007
|
|
Director, Chicago Board Options
Exchange (since 2006); Chair, New York Racing
Association Oversight Board (since 2005); Commissioner,
NYSE Commission on Public Authority Reform
(since 2005); formerly Director, New York State
Division of the Budget
(2000-2004),
Chair, Public Authorities Control Board
(2000-2004)
and Director, Local Government Assistance Corporation
(2000-2004).
|
|
|
176
|
|
|
See Principal Occupation Description
|
|
Nominee who is an interested
person of the Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy R.
Schwertfeger(3)
333 West Wacker Drive
Chicago, IL 60606
(3/28/49)
|
|
Chairman of the Board, Board Member
and Nominee
|
|
Term: Annual (if elected)
Length of Service: Since 1996
|
|
Director and Chairman (since 1996)
and Non-Executive Chairman (since July 1, 2007), formerly,
Chief Executive Officer (1996-June 30, 2007) of Nuveen
Investments, Inc., Nuveen Asset Management and certain other
subsidiaries of Nuveen Investments, Inc.; formerly, Director
(1996-2006)
of Institutional Capital Corporation.
|
|
|
176
|
|
|
N/A
|
|
|
|
|
(1) |
Length of Service indicates the year in which the individual
became a Board Member of a fund in the Nuveen fund complex.
|
|
|
(2) |
Mr. Kundert is not a Board Member of Real Estate or Diversified
Dividend.
|
|
|
(3) |
Interested person as defined in the 1940 Act, by
reason of being Non-Executive Chairman of Nuveen Investments,
Inc. and having previously served in various other capacities
with Nuveen Investments, Inc. and its subsidiaries.
|
For each Fund electing Board Members, the dollar range of equity
securities beneficially owned by each Board Member in each Fund
and all Nuveen funds overseen by the Board Member as of
December 31, 2006 is set forth in Appendix A. For each
Fund, the number of shares of each Fund beneficially owned by
each Board Member and by the Board Members and officers of the
Funds as a group as of December 31, 2006 is set forth in
Appendix A. On December 31, 2006, Board
47
Members and executive officers as a group beneficially owned
approximately 1,400,000 shares of all funds managed by NAM
(including shares held by Board Members through the Deferred
Compensation Plan for Independent Board Members and by executive
officers in Nuveens 401(k)/profit sharing plan). Each
Board Members individual beneficial shareholdings of each
Fund constituted less than 1% of the outstanding shares of each
Fund. As of the Record Date, the Board Members and executive
officers as a group beneficially owned less than 1% of the
outstanding shares of each Fund. As of the Record Date, no
shareholder beneficially owned more than 5% of any class of
shares of any Fund.
Prior to January 1, 2007, for all Nuveen funds, Independent
Board Members received a $90,000 annual retainer plus (a) a
fee of $2,500 per day for attendance in person or by telephone
at a regularly scheduled meeting of the Board; (b) a fee of
$2,000 per meeting for attendance in person where such in-person
attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not
required at a special, non-regularly scheduled board meeting;
(c) a fee of $1,500 per meeting for attendance in person or
by telephone at an audit committee meeting; (d) a fee of
$1,500 per meeting for attendance in person at a compliance,
risk management and regulatory oversight committee meeting where
in-person attendance is required and $1,000 per meeting for
attendance by telephone or in person where in-person attendance
is not required; (e) a fee of $1,000 per meeting for
attendance in person or by telephone for a meeting of the
dividend committee; and (f) a fee of $500 per meeting for
attendance in person at all other committee meetings (including
shareholder meetings) on a day on which no regularly scheduled
board meeting is held in which in-person attendance is required
and $250 per meeting for attendance by telephone or in person at
such committee meetings (excluding shareholder meetings) where
in-person
attendance is not required and $100 per meeting when the
executive committee acts as pricing committee for IPOs, plus, in
each case, expenses incurred in attending such meetings. In
addition to the payments described above, the Lead Independent
Director received $20,000, the chairpersons of the audit
committee and the compliance, risk management and regulatory
oversight committee received $7,500 and the chairperson of the
nominating and governance committee received $5,000 as
additional retainers to the annual retainer paid to such
individuals. Independent Board Members also received a fee of
$2,000 per day for site visits on days on which no regularly
scheduled board meeting is held to entities that provide
services to the Nuveen funds. When ad hoc committees are
organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the
members of such committee, however, in general such fees were
$1,000 per meeting for attendance in person at any ad hoc
committee meeting where in-person attendance is required and
$500 per meeting for attendance by telephone or in person at
such meetings where
in-person
attendance is not required. The annual retainer, fees and
expenses were allocated among the funds managed by the Adviser,
on the basis of relative net asset sizes. The Board Member
affiliated with Nuveen and the Adviser served without any
compensation from the Funds.
Effective January 1, 2007, for all Nuveen funds,
Independent Board Members receive a $95,000 annual retainer plus
(a) a fee of $3,000 per day for attendance in person or by
telephone at a regularly scheduled meeting of the Board;
(b) a fee of $2,000 per meeting for attendance in person or
by telephone where in-person attendance is required and $1,500
per meeting for attendance by telephone or in person where
in-person attendance is not required at a special,
48
non-regularly scheduled board meeting; (c) a fee of $1,500
per meeting for attendance in person or by telephone at an audit
committee meeting; (d) a fee of $1,500 per meeting for
attendance in person or by telephone at a regularly scheduled
compliance, risk management and regulatory oversight committee
meeting; (e) a fee of $1,500 per meeting for attendance in
person at a non-regularly scheduled compliance, risk management
and regulatory oversight committee meeting where in-person
attendance is required and $1,000 per meeting for attendance by
telephone or in person where in-person attendance is not
required, except that the chairperson of the compliance, risk
management and regulatory oversight committee may at any time
designate a non-regularly scheduled meeting of the committee as
an in-person meeting for the purposes of fees to be paid;
(f) a fee of $1,000 per meeting for attendance in person or
by telephone for a meeting of the dividend committee; and
(g) a fee of $500 per meeting for attendance in person at
all other committee meetings (including shareholder meetings) on
a day on which no regularly scheduled board meeting is held in
which in-person attendance is required and $250 per meeting for
attendance by telephone or in person at such committee meetings
(excluding shareholder meetings) where in-person attendance is
not required and $100 per meeting when the executive committee
acts as pricing committee for IPOs, plus, in each case, expenses
incurred in attending such meetings. In addition to the payments
described above, the Lead Independent Director receives $25,000,
the chairpersons of the audit committee and the compliance, risk
management and regulatory oversight committee receive $7,500 and
the chairperson of the nominating and governance committee
receives $5,000 as additional retainers to the annual retainer
paid to such individuals. Independent Board Members also receive
a fee of $2,000 per day for site visits to entities that provide
services to the Nuveen funds on days on which no regularly
scheduled board meeting is held. When ad hoc committees are
organized, the nominating and governance committee will at the
time of formation determine compensation to be paid to the
members of such committee, however, in general such fees will be
$1,000 per meeting for attendance in person at any ad hoc
committee meeting where
in-person
attendance is required and $500 per meeting for attendance by
telephone or in person at such meetings where in-person
attendance is not required. The annual retainer, fees and
expenses are allocated among the funds managed by the Adviser,
on the basis of relative net asset sizes although fund
management may, in its discretion, establish a minimum amount to
be allocated to each fund. The Board Member affiliated with
Nuveen and the Adviser serves without any compensation from the
Funds.
The boards of certain Nuveen funds (the Participating
Funds) established a Deferred Compensation Plan for
Independent Board Members (Deferred Compensation
Plan). Under the Deferred Compensation Plan, Independent
Board Members of the Participating Funds may defer receipt of
all, or a portion, of the compensation they earn for their
services to the Participating Funds, in lieu of receiving
current payments of such compensation. Any deferred amount is
treated as though an equivalent dollar amount had been invested
in shares of one or more eligible Nuveen funds.
For each Fund electing Board Members, the table below shows, for
each Independent Board Member, the aggregate compensation
(i) paid by each Fund to each Board Member for its last
fiscal year and (ii) paid (including deferred fees) for
service on the boards of the Nuveen open-end and closed-end
funds managed by the Adviser for the calendar year ended 2006.
Mr. Schwertfeger, a Board Member who is an interested
person of the Funds, does not receive any compensation from the
Funds or any Nuveen funds.
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
Compensation from the
Funds(1)(3)
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone(2)
|
|
|
|
|
Floating Rate
|
|
$
|
3,064
|
|
|
$
|
2,841
|
|
|
$
|
1,670
|
|
|
$
|
1,664
|
|
|
$
|
2,370
|
|
|
$
|
2,089
|
|
|
$
|
1,086
|
|
Floating Rate Income Opportunity
|
|
|
1,843
|
|
|
|
1,709
|
|
|
|
1,005
|
|
|
|
1,001
|
|
|
|
1,426
|
|
|
|
1,257
|
|
|
|
654
|
|
Tax-Advantaged Floating Rate
|
|
|
793
|
|
|
|
767
|
|
|
|
608
|
|
|
|
621
|
|
|
|
809
|
|
|
|
619
|
|
|
|
130
|
|
Senior Income
|
|
|
1,157
|
|
|
|
1,072
|
|
|
|
630
|
|
|
|
628
|
|
|
|
894
|
|
|
|
789
|
|
|
|
412
|
|
Total Compensation from Nuveen
Funds Paid to Board Members
|
|
|
177,099
|
|
|
|
180,111
|
|
|
|
146,018
|
|
|
|
144,759
|
|
|
|
171,879
|
|
|
|
148,510
|
|
|
|
|
|
|
|
|
(1) |
Aggregate compensation numbers are based on a combination of the
compensation schedules in effect prior to and after
January 1, 2007.
|
|
|
(2)
|
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007.
|
|
(3)
|
Includes deferred fees. Pursuant to a deferred compensation
agreement with certain of the Funds, deferred amounts are
treated as though an equivalent dollar amount has been invested
in shares of one or more eligible Nuveen funds. Total deferred
fees for the Funds (including the return from the assumed
investment in the eligible Nuveen funds) payable are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
Fees
|
|
|
|
Robert P.
|
|
|
Jack B.
|
|
|
William C.
|
|
|
David J.
|
|
|
William J.
|
|
|
Judith M.
|
|
|
Carole E.
|
|
Fund
|
|
Bremner
|
|
|
Evans
|
|
|
Hunter
|
|
|
Kundert
|
|
|
Schneider
|
|
|
Stockdale
|
|
|
Stone
|
|
|
|
|
Floating Rate
|
|
$
|
371
|
|
|
$
|
585
|
|
|
$
|
1,670
|
|
|
$
|
1,664
|
|
|
$
|
2,370
|
|
|
$
|
1,041
|
|
|
$
|
|
|
Floating Rate Income Opportunity
|
|
|
223
|
|
|
|
352
|
|
|
|
1,005
|
|
|
|
1,001
|
|
|
|
1,426
|
|
|
|
626
|
|
|
|
|
|
Tax-Advantaged Floating Rate
|
|
|
128
|
|
|
|
204
|
|
|
|
608
|
|
|
|
621
|
|
|
|
809
|
|
|
|
388
|
|
|
|
|
|
Senior Income
|
|
|
140
|
|
|
|
221
|
|
|
|
630
|
|
|
|
628
|
|
|
|
894
|
|
|
|
392
|
|
|
|
|
|
50
Nuveen maintains a charitable matching contributions program to
encourage the active support and involvement of individuals in
the civic activities of their community. The Independent Board
Members of the funds managed by the Adviser were eligible to
participate in the charitable contributions program of Nuveen
until December 31, 2006. Under the matching contributions
program, Nuveen would match the personal contributions of a
Board Member to Section 501(c)(3) organizations up to an
aggregate maximum amount of $10,000 during any calendar year.
The Board of each Fund has five standing committees: the
executive committee, the audit committee, the nominating and
governance committee, the dividend committee and the compliance,
risk management and regulatory oversight committee.
Robert P. Bremner, Judith M. Stockdale and Timothy R.
Schwertfeger, Chair, serve as members of the executive committee
of each Fund. The executive committee, which meets between
regular meetings of the Board, is authorized to exercise all of
the powers of the Board; provided that the scope of the powers
of the executive committee, unless otherwise specifically
authorized by the full Board, is limited to: (i) emergency
matters where assembly of the full Board is impracticable (in
which case management will take all reasonable steps to quickly
notify each individual Board Member of the actions taken by the
executive committee) and (ii) matters of an administrative
or ministerial nature. The number of executive committee
meetings of each Fund electing Board Members held during its
last fiscal year is shown in Appendix K.
Jack B. Evans, Judith M. Stockdale and Timothy R. Schwertfeger,
Chair, are current members of the dividend committee of each
Fund. The dividend committee is authorized to declare
distributions on the Funds shares including, but not
limited to, regular and special dividends, capital gains and
ordinary income distributions. The number of dividend committee
meetings of each Fund electing Board Members held during its
last fiscal year is shown in Appendix K.
William C. Hunter, William J. Schneider, Chair, Judith M.
Stockdale and Carole E. Stone are current members of the
compliance, risk management and regulatory oversight committee
of each Fund. The compliance, risk management and regulatory
oversight committee is responsible for the oversight of
compliance issues, risk management, and other regulatory matters
affecting the Funds which are not otherwise the jurisdiction of
the other Board committees. The number of compliance, risk
management and regulatory oversight committee meetings of each
Fund electing Board Members held during its last fiscal year is
shown in Appendix K.
Each Funds Board has an audit committee, in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of
1934, as amended (the 1934 Act), that is
composed of Independent Board Members who are also
independent as that term is defined in the listing
standards pertaining to closed-end funds of the New York Stock
Exchange and American Stock Exchange, as applicable. Robert P.
Bremner, Jack B. Evans (Chair for Real Estate and Diversified
Dividend), David J. Kundert (except with respect to Real Estate
and Diversified Dividend of which Funds Mr. Kundert is not
a Board Member), Chair and William J. Schneider are current
members of the audit committee of each Fund. The audit committee
is responsible for the oversight and monitoring of (1) the
accounting and reporting policies, procedures and practices and
the audit of the financial statements of the Funds, (2) the
quality and integrity of the financial statements of the Funds
and (3) the independent registered public accounting
51
firms qualifications, performance and independence. The
audit committee reviews the work and any recommendations of the
Funds independent registered public accounting firm. Based
on such review, it is authorized to make recommendations to the
Board. The audit committee is also responsible for the oversight
of the Pricing Procedures of the Funds and the internal
Valuation Group. The Boards have adopted a written Audit
Committee Charter that conforms to the listing standards of the
New York Stock Exchange and American Stock Exchange. A copy
of the Audit Committee Charter is attached to the proxy
statement as Appendix L. The number of audit committee
meetings of each Fund electing Board Members held during its
last fiscal year is shown in Appendix K.
Each Fund has a nominating and governance committee that is
composed entirely of Independent Board Members who are also
independent as defined by New York Stock
Exchange or American Stock Exchange listing standards, as
applicable. Robert P. Bremner, Chair, Jack B. Evans, William C.
Hunter, David J. Kundert (except with respect to Real Estate and
Diversified Dividend of which Funds Mr. Kundert is not a
Board Member), William J. Schneider, Judith M. Stockdale and
Carole E. Stone are current members of the nominating and
governance committee of each Fund. The purpose of the nominating
and governance committee is to seek, identify and recommend to
the Board qualified candidates for election or appointment to
each Funds Board. In addition, the committee oversees
matters of corporate governance, including the evaluation of
Board performance and processes, and assignment and rotation of
committee members, and the establishment of corporate governance
guidelines and procedures, to the extent necessary or desirable.
The committee operates under a written charter adopted and
approved by the Boards of each Fund, a copy of which is
available on the Funds website at
www.nuveen.com/etf/products/fundgovernance.aspx. The number of
nominating and governance committee meetings of each Fund
electing Board Members held during its last fiscal year is shown
in Appendix K.
The nominating and governance committee looks to many sources
for recommendations of qualified candidates, including current
Board Members, employees of the Adviser, current shareholders of
the Funds, third party sources and any other persons or entities
that may be deemed necessary or desirable by the committee.
Shareholders of the Funds who wish to nominate a candidate to
their Funds Board should mail information to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago,
Illinois 60606. This information must include evidence of
Fund ownership of the person or entity recommending the
candidate, a full listing of the proposed candidates
education, experience, current employment, date of birth, names
and addresses of at least three professional references,
information as to whether the candidate is an interested
person (as such term is defined in the 1940 Act) in
relation to the Fund and such other information that would be
helpful to the nominating and governance committee in evaluating
the candidate. All satisfactorily completed information
regarding candidates will be forwarded to the chairman of the
nominating and governance committee and the outside counsel to
the Independent Board Members. Recommendations for candidates to
the Board will be evaluated in light of whether the number of
Board members is expected to change and whether the Board
expects any vacancies. All nominations from Fund shareholders
will be acknowledged, although there may be times when the
committee is not actively recruiting new Board members. In those
circumstances nominations will be kept on file until active
recruitment is under way.
52
The nominating and governance committee sets appropriate
standards and requirements for nominations to the Board. In
considering a candidates qualifications, each candidate
must meet certain basic requirements, including relevant skills
and experience, time availability and, if qualifying as an
Independent Board Member candidate, independence from the
Adviser or other service providers. These experience
requirements may vary depending on the current composition of
the Board, since the goal is to ensure an appropriate range of
skills and experience, in the aggregate. All candidates must
meet high expectations of personal integrity, governance
experience and professional competence that are assessed on the
basis of personal interviews, recommendations, or direct
knowledge by committee members. The committee may use any
process it deems appropriate for the purpose of evaluating
candidates, which process may include, without limitation,
personal interviews, background checks, written submissions by
the candidates and third party references. There is no
difference in the manner in which the nominating and governance
committee evaluates candidates when the candidate is submitted
by a shareholder. The nominating and governance committee
reserves the right to make the final selection regarding the
nomination of any prospective Board member.
The Independent Board Members of each Fund have appointed Robert
P. Bremner as their Lead Independent Director. The role of the
Lead Independent Director is one of coordination and assuring
the appropriate, effective and efficient functioning of the
Board and the Board processes. Specific responsibilities may
include organizing and leading Independent Board Member
sessions, facilitating and ensuring an appropriate level of
communication among the Independent Board Members, leading the
assessment of the Boards effectiveness, and working with
the Advisers staff and outside counsel on board meeting
agendas, board material and workshops for Independent Board
Members to ensure that the priorities of the Independent Board
Members are addressed.
The number of regular quarterly meetings and special meetings
held by the Board of each Fund electing Board Members during the
Funds last fiscal year is shown in Appendix K. During
the last fiscal year, each Board Member attended 75% or more of
each Funds Board meetings and the committee meetings (if a
member thereof) held during the period for which such Board
Member was a Board Member. The policy of the Board relating to
attendance by Board Members at annual meetings of the Funds and
the number of Board Members who attended the last annual meeting
of shareholders of each Fund is posted on the Funds
website at www.nuveen.com/etf/products/fundgovernance.aspx.
53
The following table sets forth information as of July 31,
2007 with respect to each officer of the Funds other than
Mr. Schwertfeger (who is a Board Member and is included in
the table relating to nominees for the Board). Officers receive
no compensation from the Funds. The officers are elected by the
Board on an annual basis to serve until successors are elected
and qualified.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Gifford R. Zimmerman
333 West Wacker Drive
Chicago, IL 60606
(9/9/56)
|
|
Chief Administrative Officer
|
|
Term: Annual Length of Service:
Since 1988
|
|
Managing Director
(since 2002), Assistant Secretary and Associate General
Counsel, formerly, Vice President of Nuveen
Investments, LLC; Managing Director (since 2002),
Assistant Secretary and Associate General Counsel, formerly,
Vice President of Nuveen Asset Management; Managing Director
(since 2004) and Assistant Secretary (since 1994) of
Nuveen Investments, Inc.; Assistant Secretary of
NWQ Investment Management Company, LLC
(since 2002); Vice President and Assistant Secretary of
Nuveen Investments Advisers Inc. (since 2002);
Managing Director, Associate General Counsel and Assistant
Secretary of Rittenhouse Asset Management, Inc. and
Symphony Asset Management LLC (since 2003); Assistant
Secretary, Santa Barbara Asset Management LLC and
Tradewinds Global Investors, LLC (since 2006);
previously, Managing Director
(from 2002-2004),
General Counsel and Assistant Secretary of Nuveen Advisory Corp.
and Nuveen Institutional
Advisory Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
William Adams IV
333 West Wacker Drive
Chicago, IL 60606
(6/9/55)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2007
|
|
Executive Vice President, U.S.
Structured Products of Nuveen Investments, LLC (since 1999).
|
|
|
119
|
|
Julia L. Antonatos
333 West Wacker Drive
Chicago, IL 60606
(9/22/63)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2004
|
|
Managing Director
(since 2005), formerly, Vice President, formerly, Assistant
Vice President of Nuveen Investments, LLC; Chartered
Financial Analyst.
|
|
|
176
|
|
Cedric H. Antosiewicz
333 West Wacker Drive
Chicago, IL 60606
(1/11/62)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2007
|
|
Managing Director (since 2004),
formerly, Vice President (1993-2004) of Nuveen Investments, LLC.
|
|
|
119
|
|
Michael T. Atkinson
333 West Wacker Drive
Chicago, IL 60606
(2/3/66)
|
|
Vice President and Assistant
Secretary
|
|
Term: Annual Length of Service:
Since 2002
|
|
Vice President (since 2002) of
Nuveen Investments, LLC.
|
|
|
176
|
|
Peter H. DArrigo
333 West Wacker Drive
Chicago, IL 60606
(11/28/67)
|
|
Vice President and Treasurer
|
|
Term: Annual Length of Service:
Since 1999
|
|
Vice President and Treasurer
(since 1999) of Nuveen Investments, LLC and of Nuveen
Investments, Inc.; Vice President and Treasurer of Nuveen
Asset Management (since 2002) and of Nuveen Investments
Advisers Inc. (since 2002); Assistant Treasurer of
NWQ Investments Management Company, LLC.
(since 2002); Vice President and Treasurer
(since 2003) of Nuveen Rittenhouse Asset
Management, Inc.; and Symphony Asset Management LLC;
Treasurer (since 2006), Santa Barbara Asset
Management LLC and Tradewinds Global Investors, LLC;
formerly, Vice President and Treasurer (from 1999 to 2004)
of Nuveen Advisory Corp. and Nuveen Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Lorna C. Ferguson
333 West Wacker Drive
Chicago, IL 60606
(10/24/45)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 1998
|
|
Managing Director
(since 2004), formerly, Vice President of Nuveen
Investments, LLC; Managing Director of Nuveen Asset
Management; formerly, Managing Director (2004), formerly, Vice
President of Nuveen Advisory Corp. and Nuveen Institutional
Advisory
Corp.(2)
|
|
|
176
|
|
William M. Fitzgerald
333 West Wacker Drive
Chicago, IL 60606
(3/2/64)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 1995
|
|
Managing Director of Nuveen Asset
Management (since 2001); Vice President of Nuveen
Investments Advisers Inc. (since 2002); formerly, Managing
Director (from 2001 to 2004), formerly, Vice President of
Nuveen Advisory Corp. and Nuveen Institutional Advisory
Corp.(2);
Chartered Financial Analyst.
|
|
|
176
|
|
Stephen D. Foy
333 West Wacker Drive
Chicago, IL 60606
(5/31/54)
|
|
Vice President and Controller
|
|
Term: Annual Length of Service:
Since 1993
|
|
Vice President (since 1993)
and Funds Controller (since 1998) of Nuveen
Investments, LLC; Vice President (since 1998),
formerly, Funds Controller of Nuveen Investments, Inc.;
Certified Public Accountant.
|
|
|
176
|
|
Walter M. Kelly
333 West Wacker Drive
Chicago, IL 60606
(2/24/70)
|
|
Chief Compliance Officer and Vice
President
|
|
Term: Annual Length of Service:
Since 2003
|
|
Assistant Vice President and
Assistant General Counsel (since 2003) of Nuveen
Investments, LLC; formerly, Assistant Vice President and
Assistant Secretary of the Nuveen funds
(2003-2006);
previously, Associate
(2001-2003)
at the law firm of Vedder, Price, Kaufman &
Kammholz, P.C.
|
|
|
176
|
|
David J. Lamb
333 West Wacker Drive
Chicago, IL 60606
(3/22/63)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2000
|
|
Vice President of Nuveen
Investments, LLC (since 2000); Certified Public
Accountant.
|
|
|
176
|
|
Tina M. Lazar
333 West Wacker Drive
Chicago, IL 60606
(8/27/61)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2002
|
|
Vice President of Nuveen
Investments, LLC (since 1999).
|
|
|
176
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
Larry W. Martin
333 West Wacker Drive
Chicago, IL 60606
(7/27/51)
|
|
Vice President and Assistant
Secretary
|
|
Term: Annual Length of Service:
Since 1988
|
|
Vice President, Assistant Secretary
and Assistant General Counsel of Nuveen Investments, LLC;
Vice President, Assistant General Counsel and Assistant
Secretary of Nuveen Investments, Inc.; Vice President
(since 2005) and Assistant Secretary (since 1997) of
Nuveen Asset Management; Vice President (since 2000),
Assistant Secretary and Assistant General Counsel
(since 1998) of Rittenhouse Asset Management, Inc.;
Vice President and Assistant Secretary of Nuveen Investments
Advisers Inc. (since 2002); Assistant Secretary of
NWQ Investment Management Company, LLC
(since 2002), Symphony Asset Management LLC
(since 2003), Santa Barbara Asset Management, LLC
and Tradewinds Global Investors, LLC (since 2006);
formerly, Vice President and Assistant Secretary of Nuveen
Advisory Corp. and Nuveen Institutional Advisory
Corp.(2)
|
|
|
176
|
|
Kevin J. McCarthy
333 West Wacker Drive
Chicago, IL 60606
(3/26/66)
|
|
Vice President and Secretary
|
|
Term: Annual Length of Service:
Since 2007
|
|
Vice President, Nuveen Investments,
LLC (since 2007); Vice President and Assistant Secretary, Nuveen
Asset Management and Rittenhouse Asset Management, Inc. (since
2007); Vice President and Assistant General Counsel, Nuveen
Investments, Inc. (since 2007); prior thereto, Partner, Bell,
Boyd & Lloyd LLP
(1997-2007).
|
|
|
176
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Term of
|
|
|
|
Portfolios
|
|
|
|
|
|
Office and
|
|
|
|
in Fund
|
|
|
|
Position(s)
|
|
Length of
|
|
|
|
Complex
|
|
Name, Address
|
|
Held with
|
|
Time
|
|
Principal
Occupation(s)
|
|
Served by
|
|
and
Birthdate
|
|
Fund
|
|
Served(1)
|
|
During Past
5 Years
|
|
Officer
|
|
|
|
|
John V. Miller
333 West Wacker Drive
Chicago, IL 60606
(4/10/67)
|
|
Vice President
|
|
Term: Annual Length of Service:
Since 2007
|
|
Managing Director
(since 2007), formerly, Vice President
(2002-2007),
of Nuveen Asset Management and Nuveen Investments, LLC;
Chartered Financial Analyst
|
|
|
176
|
|
|
|
|
|
(1)
|
Length of Service indicates the year the individual became an
officer of a fund in the Nuveen fund complex.
|
|
(2)
|
Nuveen Advisory Corp. and Nuveen Institutional Advisory Corp.
were reorganized into Nuveen Asset Management, effective
January 1, 2005.
|
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR the election of each
nominee.
|
|
5. Ratification
of Independent Registered Public Accounting Firm |
|
The Independent Board Members of each Funds Board, except
Equity Premium, Equity Premium Advantage, Equity Premium Income,
Equity Premium Opportunity, Core Equity Alpha, Global
Government, Global Value and Multi-Currency Short-Term, have
unanimously selected Ernst & Young LLP as the
independent registered public accounting firm to audit the books
and records of each Fund for each Funds current fiscal
year. The Independent Board Members of Equity Premium, Equity
Premium Advantage, Equity Premium Income, Equity Premium
Opportunity, Core Equity Alpha, Global Government, Global Value
and Multi-Currency Short-Terms Board have unanimously
selected PricewaterhouseCoopers LLP as the independent
registered public accounting firm to audit the books and records
of each Fund for each Funds current fiscal year. The
selection of the independent registered public accounting firm
for each Fund is being submitted to the shareholders for
ratification, which requires the affirmative vote of a majority
of the shares of the Fund present and entitled to vote on the
matter. A representative of each independent registered public
accounting firm will be present at the Meeting to make a
statement, if such representative so desires, and to respond to
shareholders questions. Each independent registered public
accounting firm has informed each applicable Fund that it has no
direct or indirect material financial interest in the Funds,
Nuveen, the Adviser or any other investment company sponsored by
Nuveen.
58
The audit committee of each Board is responsible for the
oversight and monitoring of (1) the accounting and
reporting policies, processes and practices, and the audit of
the financial statements, of each Fund, (2) the quality and
integrity of the Funds financial statements, and
(3) the independent registered public accounting
firms qualifications, performance and independence. In its
oversight capacity, the committee reviews each Funds
annual financial statements with both management and the
independent registered public accounting firm and the committee
meets periodically with the independent registered public
accounting firm and internal auditors to consider their
evaluation of each Funds financial and internal controls.
The committee also selects, retains, evaluates and may replace
each Funds independent registered public accounting firm.
The committee is currently composed of four Board Members
(except in the case of Real Estate and Diversified Dividend, for
which the committee is composed of three Board Members) and
operates under a written charter adopted and approved by each
Board, a copy of which is attached as Appendix L. Each
committee member meets the independence and experience
requirements, as applicable, of the New York Stock Exchange,
American Stock Exchange, Section 10A of the Securities
Exchange Act of 1934 and the rules and regulations of the
Securities and Exchange Commission.
The committee, in discharging its duties, has met with and held
discussions with management and each Funds independent
registered public accounting firm. The committee has also
reviewed and discussed the audited financial statements with
management. Management has represented to the independent
registered public accounting firm that each Funds
financial statements were prepared in accordance with generally
accepted accounting principles. The committee has also discussed
with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing
Standards (SAS) No. 61 (Communication with
Audit Committees), as amended by SAS No. 90 (Audit
Committee Communications). Each Funds independent
registered public accounting firm provided to the committee the
written disclosure and letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit
Committees), and the committee discussed with representatives of
the independent registered public accounting firm their
firms independence. As provided in the Audit Committee
Charter, it is not the committees responsibility to
determine, and the considerations and discussions referenced
above do not ensure, that each Funds financial statements
are complete and accurate and presented in accordance with
generally accepted accounting principles.
Based on the committees review and discussions with
management and the independent registered public accounting
firm, the representations of management and the report of the
independent registered public accounting firm to the committee,
the committee has recommended that the Boards include the
audited financial statements in each Funds Annual Report.
The members of the committee are:
Robert P. Bremner
Jack B. Evans (financial expert)
David J. Kundert (except with respect to Real Estate and
Diversified Dividend)
William J. Schneider
59
Audit and Related
Fees. The following
tables provide the aggregate fees billed during each Funds
last two fiscal years by each Funds independent registered
public accounting firm for engagements directly related to the
operations and financial reporting of each Fund, including those
relating (i) to each Fund for services provided to the Fund
and (ii) to the Adviser and certain entities controlling,
controlled by, or under common control with the Adviser that
provide ongoing services to each Fund (Adviser
Entities).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees(1)
|
|
Audit Related
Fees
|
|
Tax
Fees(2)
|
|
All Other
Fees(3)
|
|
|
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
Fund
|
|
Fund
|
|
Adviser Entities
|
|
Fund
|
|
Adviser Entities
|
|
Fund
|
|
Adviser Entities
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
2007
|
|
|
Floating Rate
|
|
$
|
62,471
|
|
|
$
|
63,484
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
800
|
|
|
$
|
0
|
|
|
$
|
5,400
|
|
|
$
|
0
|
|
|
$
|
1,550
|
|
|
$
|
1,650
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Floating Rate Income Opportunity
|
|
|
44,864
|
|
|
|
45,923
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
800
|
|
|
|
0
|
|
|
|
5,400
|
|
|
|
0
|
|
|
|
1,550
|
|
|
|
1,650
|
|
|
|
0
|
|
|
|
0
|
|
Tax-Advantaged Floating Rate
|
|
|
21,500
|
|
|
|
22,700
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
800
|
|
|
|
0
|
|
|
|
5,400
|
|
|
|
0
|
|
|
|
1,550
|
|
|
|
1,650
|
|
|
|
0
|
|
|
|
0
|
|
Senior Income
|
|
|
30,665
|
|
|
|
36,092
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
800
|
|
|
|
0
|
|
|
|
5,400
|
|
|
|
0
|
|
|
|
6,300
|
|
|
|
6,750
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit
Fees(1)
|
|
Audit Related
Fees
|
|
Tax
Fees(2)
|
|
All Other
Fees(3)
|
|
|
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
|
Adviser and
|
|
|
Fund
|
|
Fund
|
|
Adviser Entities
|
|
Fund
|
|
Adviser Entities
|
|
Fund
|
|
Adviser Entities
|
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
Fiscal
|
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
Ended
|
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
2005
|
|
2006
|
|
|
Real Estate
|
|
$
|
19,000
|
|
|
$
|
21,000
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
1,014
|
|
|
$
|
800
|
|
|
$
|
4,950
|
|
|
$
|
0
|
|
|
$
|
3,750
|
|
|
$
|
3,950
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Diversified Dividend
|
|
|
27,000
|
|
|
|
29,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
829
|
|
|
|
800
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
900
|
|
|
|
950
|
|
|
|
0
|
|
|
|
0
|
|
Equity Premium
|
|
|
17,500
|
|
|
|
16,367
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Equity Premium Advantage
|
|
|
26,000
|
|
|
|
20,019
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Equity Premium Income
|
|
|
29,045
|
|
|
|
24,959
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
932
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Equity Premium Opportunity
|
|
|
37,396
|
|
|
|
36,207
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
932
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Quality Preferred
|
|
|
18,494
|
|
|
|
19,977
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,386
|
|
|
|
800
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
3,750
|
|
|
|
3,950
|
|
|
|
0
|
|
|
|
0
|
|
Quality Preferred 2
|
|
|
28,211
|
|
|
|
30,313
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,823
|
|
|
|
800
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
3,750
|
|
|
|
3,950
|
|
|
|
0
|
|
|
|
0
|
|
Quality Preferred 3
|
|
|
11,795
|
|
|
|
12,710
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,393
|
|
|
|
800
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
3,750
|
|
|
|
3,950
|
|
|
|
0
|
|
|
|
0
|
|
Total Return
|
|
|
21,600
|
|
|
|
23,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
822
|
|
|
|
800
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
900
|
|
|
|
1,550
|
|
|
|
0
|
|
|
|
0
|
|
Global Government
|
|
|
N/A
|
|
|
|
37,700
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
Global Value
|
|
|
N/A
|
|
|
|
32,000
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
Multi-Strategy Income
|
|
|
19,502
|
|
|
|
20,731
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,731
|
|
|
|
1,425
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
3,750
|
|
|
|
3,950
|
|
|
|
0
|
|
|
|
0
|
|
Multi-Strategy Income 2
|
|
|
23,698
|
|
|
|
25,269
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
4,307
|
|
|
|
1,425
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
3,750
|
|
|
|
3,950
|
|
|
|
0
|
|
|
|
0
|
|
Core Equity
Alpha(4)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Multi-Currency
Short-Term(5)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Tax-Advantaged Dividend
Growth(6)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
60
|
|
(1) |
Audit Fees are the aggregate fees billed for
professional services for the audit of the Funds annual
financial statements and services provided in connection with
statutory and regulatory filings or engagements.
|
|
|
(2) |
Tax Fees are the aggregate fees billed for
professional services for tax advice, tax compliance and tax
planning. Amounts reported for each respective Fund under the
column heading Adviser and Adviser Entities
represents amounts billed to the Adviser, by each Funds
independent registered public accounting firm, exclusively for
the preparation of the Funds tax return, the cost of which
is borne by the Adviser. In the aggregate, for all Nuveen funds,
these fees amounted to $161,400 for Ernst & Young, LLP
and $113,550 for PricewaterhouseCoopers LLP in 2006. Beginning
with the fund fiscal years ended August 31, 2006, the
independent registered public accounting firms no longer
prepared the fund tax returns.
|
|
|
(3) |
All Other Fees are the aggregate fees billed for
products and services for agreed-upon procedures engagements
performed for leverage funds.
|
|
|
(4) |
Fund commenced operations on March 27, 2007.
|
|
|
(5) |
Fund commenced operations on April 25, 2007.
|
|
|
(6) |
Fund commenced operations on June 26, 2007.
|
61
Non-Audit Fees. The following tables provide the
aggregate non-audit fees billed by each Funds independent
registered public accounting firm for services rendered to each
Fund, the Adviser and the Adviser Entities during each
Funds last two fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
Total
Non-Audit
|
|
(Engagements
Related Directly
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
Fees Billed
|
|
to the Operations
and
|
|
Adviser and
Adviser Entities
|
|
|
|
|
to Fund
|
|
Financial
Reporting of Fund)
|
|
(All Other
Engagements)
|
|
Total
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
Fund
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
Ended
2006
|
|
Ended
2007
|
|
|
Floating Rate
|
|
$
|
2,350
|
|
|
$
|
1,650
|
|
|
$
|
5,400
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
7,750
|
|
|
$
|
1,650
|
|
Floating Rate Income Opportunity
|
|
|
2,350
|
|
|
|
1,650
|
|
|
|
5,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,750
|
|
|
|
1,650
|
|
Tax-Advantaged Floating Rate
|
|
|
2,350
|
|
|
|
1,650
|
|
|
|
5,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,750
|
|
|
|
1,650
|
|
Senior Income
|
|
|
7,100
|
|
|
|
6,750
|
|
|
|
5,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
12,500
|
|
|
|
6,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
|
|
(Engagements
Related Directly
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
Total
Non-Audit
|
|
to the Operations
and
|
|
Adviser and
Adviser Entities
|
|
|
|
|
Fees Billed to
Fund
|
|
Financial
Reporting of Fund)
|
|
(All Other
Engagements)
|
|
Total
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
Fund
|
|
Ended
2005
|
|
Ended
2006
|
|
Ended
2005
|
|
Ended
2006
|
|
Ended
2005
|
|
Ended
2006
|
|
Ended
2005
|
|
Ended
2006
|
|
|
Real Estate
|
|
$
|
4,764
|
|
|
$
|
4,750
|
|
|
$
|
4,950
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
9,714
|
|
|
$
|
4,750
|
|
Diversified Dividend
|
|
|
1,729
|
|
|
|
1,750
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,679
|
|
|
|
1,750
|
|
Equity Premium
|
|
|
0
|
|
|
|
0
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,250
|
|
|
|
0
|
|
Equity Premium Advantage
|
|
|
0
|
|
|
|
0
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,250
|
|
|
|
0
|
|
Equity Premium Income
|
|
|
46
|
|
|
|
932
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,296
|
|
|
|
932
|
|
Equity Premium Opportunity
|
|
|
49
|
|
|
|
932
|
|
|
|
2,250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,299
|
|
|
|
932
|
|
Quality Preferred
|
|
|
6,136
|
|
|
|
4,750
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
11,086
|
|
|
|
4,750
|
|
Quality Preferred 2
|
|
|
7,573
|
|
|
|
4,750
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
12,523
|
|
|
|
4,750
|
|
Quality Preferred 3
|
|
|
5,143
|
|
|
|
4,750
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,093
|
|
|
|
4,750
|
|
Total Return
|
|
|
1,722
|
|
|
|
2,350
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,672
|
|
|
|
2,350
|
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
|
|
|
|
Adviser and
Adviser Entities
|
|
|
|
|
|
|
|
|
(Engagements
Related Directly
|
|
Total Non-Audit
Fees Billed to
|
|
|
|
|
Total
Non-Audit
|
|
to the Operations
and
|
|
Adviser and
Adviser Entities
|
|
|
|
|
Fees Billed to
Fund
|
|
Financial
Reporting of Fund)
|
|
(All Other
Engagements)
|
|
Total
|
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
Fund
|
|
Ended
2005
|
|
Ended
2006
|
|
Ended
2005
|
|
Ended
2006
|
|
Ended
2005
|
|
Ended
2006
|
|
Ended
2005
|
|
Ended
2006
|
|
|
Global Government
|
|
$
|
N/A
|
|
|
$
|
0
|
|
|
$
|
N/A
|
|
|
$
|
0
|
|
|
$
|
N/A
|
|
|
$
|
0
|
|
|
$
|
N/A
|
|
|
$
|
0
|
|
Global Value
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
|
|
N/A
|
|
|
|
0
|
|
Multi-Strategy Income
|
|
|
8,481
|
|
|
|
5,375
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
13,431
|
|
|
|
5,375
|
|
Multi-Strategy Income 2
|
|
|
8,057
|
|
|
|
5,375
|
|
|
|
4,950
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
13,007
|
|
|
|
5,375
|
|
Core Equity
Alpha(1)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Multi-Currency
Short-Term(2)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Tax-Advantaged Dividend
Growth(3)
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
(1) |
The Fund commenced operations on March 27, 2007.
|
|
|
(2) |
The Fund commenced operations on April 25, 2007.
|
|
|
(3) |
The Fund commenced operations on June 26, 2007.
|
63
Audit Committee Pre-Approval Policies and
Procedures. Generally, the audit committee must approve
each Funds independent registered public accounting
firms engagements (i) with the Fund for audit or
non-audit services and (ii) with the Adviser and Adviser
Entities for non-audit services if the engagement relates
directly to the operations and financial reporting of the Fund.
Regarding tax and research projects conducted by the independent
registered public accounting firm for each Fund and the Adviser
and Adviser Entities (with respect to the operations and
financial reporting of each Fund), such engagements will be
(i) pre-approved by the audit committee if they are
expected to be for amounts greater than $10,000;
(ii) reported to the audit committee chairman for his
verbal approval prior to engagement if they are expected to be
for amounts under $10,000 but greater than $5,000; and
(iii) reported to the audit committee at the next audit
committee meeting if they are expected to be for an amount under
$5,000.
For engagements with each Funds independent registered
public accounting firm entered into on or after May 6,
2003, the audit committee approved in advance all audit services
and non-audit services that the independent registered public
accounting firm provided to each Fund and to the Adviser and
Adviser Entities (with respect to the operations and financial
reporting of each Fund). None of the services rendered by the
independent registered accounting firm to each Fund or the
Adviser or Adviser Entities were pre-approved by the audit
committee pursuant to the pre-approval exception under
Rule 2.01(c)(7)(i)(C) or Rule 2.01(c)(7)(ii) of
Regulation S-X.
The Board of each Fund unanimously recommends that
shareholders of the Fund vote FOR ratification of the selection
of the independent registered public accounting firm.
Additional
Information
Information about
the Underwriter for Real Estate
Nuveen Investments, LLC (the Underwriter), located
at 333 West Wacker Drive, Chicago, Illinois 60606, will
serve as the principal underwriter for Real Estate in connection
with the Funds secondary offering. The Underwriter is a
wholly-owned subsidiary of Nuveen.
Section 16(a)
Beneficial Interest Reporting Compliance
Section 30(h) of the 1940 Act and Section 16(a) of the
1934 Act require Board Members and officers, the Adviser,
affiliated persons of the Adviser and persons who own more than
10% of a registered class of a Funds equity securities to
file forms reporting their affiliation with that Fund and
reports of ownership and changes in ownership of that
Funds shares with the SEC and the New York Stock Exchange
or American Stock Exchange, as applicable. These persons and
entities are required by SEC regulation to furnish the Funds
with copies of all Section 16(a) forms they file. Based on
a review of these forms furnished to each Fund, each Fund
believes that its Board Members and officers, investment adviser
and affiliated persons of the investment adviser have complied
with all applicable Section 16(a) filing requirements
during its last fiscal year. To the knowledge of management of
the Funds, no shareholder of a Fund owns more than 10% of a
registered class of a Funds equity securities.
64
Shareholder
Proposals
To be considered for presentation at the annual meeting of
shareholders of Floating Rate, Floating Rate Income Opportunity,
Tax-Advantaged Floating Rate and Senior Income to be held in
2008, a shareholder proposal submitted pursuant to
Rule 14a-8
of the 1934 Act must be received at the offices of that
Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than April 29, 2008. A shareholder wishing to provide
notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
for the 2008 annual meeting must, pursuant to each Funds
By-Laws, submit such written notice to the Fund not later than
July 13, 2008 nor prior to June 28, 2008.
To be considered for presentation at the annual meeting of
shareholders of the Funds, except Floating Rate, Floating Rate
Income Opportunity, Tax-Advantaged Floating Rate and Senior
Income, to be held in 2008, a shareholder proposal submitted
pursuant to
Rule 14a-8
of the 1934 Act must be received at the offices of that
Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than November 2, 2007. A shareholder wishing to
provide notice in the manner prescribed by
Rule 14a-4(c)(1)
of a proposal submitted outside of the process of
Rule 14a-8
must, pursuant to each Funds By-Laws, submit such written
notice to the Fund not later than January 16, 2008 nor
prior to January 1, 2008.
Timely submission of a proposal does not mean that such proposal
will be included in a proxy statement.
Shareholder
Communications
Shareholders who want to communicate with the Board or any
individual Board Member should write their Fund to the attention
of Lorna Ferguson, Manager of Fund Board Relations, Nuveen
Investments, 333 West Wacker Drive, Chicago, Illinois
60606. The letter should indicate that you are a Fund
shareholder, and identify the Fund (or Funds). If the
communication is intended for a specific Board Member and so
indicates it will be sent only to that Board Member. If a
communication does not indicate a specific Board Member it will
be sent to the chair of the nominating and governance committee
and the outside counsel to the Independent Board Members for
further distribution as deemed appropriate by such persons.
Expenses of Proxy
Solicitation
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs in
connection with the solicitation of proxies will be paid by
Nuveen for the Funds having a special meeting of shareholders,
except that the expenses for the Nuveen Gateway Funds will be
paid 50% by Nuveen and 50% by Gateway. For those Funds having an
annual meeting of shareholders, the expenses will be paid 50% by
Nuveen and 50% by the Funds (allocated among the Funds based on
relative net assets), except that the costs borne by any Fund
will not exceed the amount it would have borne if it were
holding an annual meeting and the only item on the agenda was
the election of Board Members. Solicitation may be made by
letter or telephone by officers or employees of Nuveen or the
Adviser, or by dealers and their representatives. The Funds have
engaged Computershare Fund Services to assist in the
solicitation of proxies at an estimated cost of $14,000 per Fund
plus reasonable expenses, which costs will be borne by Nuveen.
65
Fiscal
Year
The last fiscal year end for each of the Funds is as follows:
December 31, 2006 for Real Estate, Diversified Dividend,
Equity Premium, Equity Premium Advantage, Equity Premium Income,
Equity Premium Opportunity, Quality Preferred, Quality Preferred
2, Quality Preferred 3, Total Return, Global Government, Global
Value, Multi-Strategy Income and Multi-Strategy Income 2;
June 30, 2007 for Tax-Advantaged Floating Rate; and
July 31, 2007 for Floating Rate, Floating Rate Income
Opportunity and Senior Income. Core Equity Alpha, Multi-Currency
Short-Term and Tax-Advantaged Dividend Growths first
fiscal year end will be December 31, 2007.
Annual Report
Delivery
Annual reports will be sent to shareholders of record of each
Fund following each Funds fiscal year end. Each Fund will
furnish, without charge, a copy of its annual report
and/or
semi-annual report as available upon request. Such written or
oral requests should be directed to such Fund at 333 West
Wacker Drive, Chicago, Illinois 60606 or by calling
1-800-257-8787.
Please note that only one annual report or proxy statement may
be delivered to two or more shareholders of a Fund who share an
address, unless the Fund has received instructions to the
contrary. To request a separate copy of an annual report or
proxy statement, or for instructions as to how to request a
separate copy of such documents or as to how to request a single
copy if multiple copies of such documents are received,
shareholders should contact the applicable Fund at the address
and phone number set forth above.
General
Management does not intend to present and does not have reason
to believe that any other items of business will be presented at
the Meetings. However, if other matters are properly presented
to the Meetings for a vote, the proxies will be voted by the
persons acting under the proxies upon such matters in accordance
with their judgment of the best interests of the Fund.
A list of shareholders entitled to be present and to vote at
each Meeting will be available at the offices of the Funds,
333 West Wacker Drive, Chicago, Illinois, for inspection by
any shareholder during regular business hours beginning ten days
prior to the date of the Meetings.
Failure of a quorum to be present at any Meeting will
necessitate adjournment and will subject that Fund to additional
expense. The persons named in the enclosed proxy may also move
for an adjournment of any Meeting to permit further solicitation
of proxies with respect to a proposal if they determine that
adjournment and further solicitation is reasonable and in the
best interests of the shareholders. Under each Funds
By-Laws, an adjournment of a meeting with respect to a matter
requires the affirmative vote of a majority of the shares
entitled to vote on the matter present in person or represented
by proxy at the meeting.
IF YOU CANNOT BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO
FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO
POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
Kevin J. McCarthy
Vice President and Secretary
August 27, 2007
66
The following table lists the dollar range of equity securities
beneficially owned by each Board Member in each Fund electing
Board Members and in all Nuveen funds overseen by the Board
Member as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
Dollar Range of
Equity
Securities(1)
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Dollar
Range of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
in all Registered
Investment Companies
|
|
|
|
|
Floating Rate
|
|
Tax-Advantaged
|
|
|
|
Overseen by Board
Member Nominees in
|
Board Member
Nominees/Board Members
|
|
Floating
Rate
|
|
Income
Opportunity
|
|
Floating
Rate
|
|
Senior
Income
|
|
Family of
Investment Companies
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
Over $100,000
|
Jack B. Evans
|
|
$10,001-50,000
|
|
$0
|
|
$0
|
|
$50,001-100,000
|
|
Over $100,000
|
William C. Hunter
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
Over $100,000
|
David J. Kundert
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
Over $100,000
|
William J. Schneider
|
|
$0
|
|
$50,001-100,000
|
|
$0
|
|
$0
|
|
Over $100,000
|
Judith M. Stockdale
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
Over $100,000
|
Carole E.
Stone(2)
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
|
$0
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
$0
|
|
$0
|
|
$0
|
|
Over $100,000
|
|
Over $100,000
|
|
|
|
|
(1) |
The amounts reflect the aggregate dollar range of equity
securities and the number of shares beneficially owned by the
Board Member in the Funds electing Board Members and in all
Nuveen funds overseen by each Board Member.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own any shares of Nuveen funds prior to her being
appointed as a Board Member.
|
A-1
The following table sets forth, for each Board Member and for
the Board Members and Officers as a group, the amount of shares
beneficially owned in each Fund as of December 31, 2006.
The information as to beneficial ownership is based on
statements furnished by each Board Member and Officer.
Fund Shares Owned By Board
Members and
Officers(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Board Member
|
|
Floating
|
|
Income
|
|
Tax-Advantaged
|
|
Senior
|
|
Real
|
|
Diversified
|
|
Equity
|
|
Equity Premium
|
|
Equity Premium
|
|
Equity Premium
|
|
Quality
|
Nominees/Board
Members
|
|
Rate
|
|
Opportunity
|
|
Floating
Rate
|
|
Income
|
|
Estate
|
|
Dividend
|
|
Premium
|
|
Advantage
|
|
Income
|
|
Opportunity
|
|
Preferred
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
13,200
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
1,600
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,000
|
|
|
|
1,100
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
4,800
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
650
|
|
|
|
5,600
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,532
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
285
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
49,000
|
|
|
|
25,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and
Officers as a Group
|
|
|
1,600
|
|
|
|
4,800
|
|
|
|
0
|
|
|
|
59,000
|
|
|
|
26,514
|
|
|
|
16,752
|
|
|
|
5,600
|
|
|
|
0
|
|
|
|
370
|
|
|
|
285
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
A-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund Shares Owned
By Board Members and
Officers(1)
|
|
Board Member
|
|
Quality
|
|
|
Quality
|
|
|
Total
|
|
|
Global
|
|
|
Global
|
|
|
Multi-Strategy
|
|
|
Multi-Strategy
|
|
|
Core Equity
|
|
|
Multi-Currency
|
|
|
Tax-Advantaged
|
|
Nominees/Board
Members
|
|
Preferred
2
|
|
|
Preferred
3
|
|
|
Return
|
|
|
Government
|
|
|
Value
|
|
|
Income
|
|
|
Income
2
|
|
|
Alpha(3)
|
|
|
Short-Term(3)
|
|
|
Dividend
Growth(3)
|
|
|
|
|
Nominees/Board Members who are
not interested persons of the Fund
|
Robert P. Bremner
|
|
|
0
|
|
|
|
0
|
|
|
|
12,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
3,500
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Jack B. Evans
|
|
|
4,400
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William C. Hunter
|
|
|
0
|
|
|
|
0
|
|
|
|
3,675
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
David J. Kundert
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
William J. Schneider
|
|
|
0
|
|
|
|
7,500
|
|
|
|
0
|
|
|
|
500
|
|
|
|
0
|
|
|
|
1,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Judith M. Stockdale
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
250
|
|
|
|
0
|
|
|
|
0
|
|
|
|
435
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Carole E.
Stone(2)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Nominee who is an interested
person of the Fund
|
Timothy R. Schwertfeger
|
|
|
50,000
|
|
|
|
0
|
|
|
|
71,032
|
|
|
|
0
|
|
|
|
0
|
|
|
|
279
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
All Board Members and Officers
as a Group
|
|
|
54,400
|
|
|
|
7,500
|
|
|
|
87,507
|
|
|
|
750
|
|
|
|
900
|
|
|
|
7,779
|
|
|
|
435
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
(1) |
The numbers include share equivalents of certain Nuveen funds in
which the Board Member is deemed to be invested pursuant to the
Deferred Compensation Plan for Independent Board Members. The
information as to beneficial ownership is based on statements
furnished by each Board Member and officer.
|
|
|
(2) |
In December 2006, Ms. Stone was appointed to each
Funds Board effective January 1, 2007. Ms. Stone
did not own shares of Nuveen funds prior to being appointed as a
Board Member.
|
|
|
(3) |
Core Equity Alpha, Multi-Currency Short-Term and Tax Advantaged
Dividend Growth commenced operations in 2007.
|
A-3
Dates
Relating to Original Investment
Management Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Original
|
|
|
|
|
Date Original
|
|
Investment
Management
|
|
|
|
|
Investment
Management
|
|
Agreement was
|
|
|
Date of
Original
|
|
Agreement was
|
|
Last Approved
|
|
|
Investment
Management
|
|
Last Approved
|
|
for
Continuance
|
Fund
|
|
Agreement
|
|
by
Shareholders
|
|
by
Board
|
|
Floating Rate
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Floating Rate Income Opportunity
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Tax-Advantaged Floating Rate
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Senior Income
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Real Estate
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Diversified Dividend
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Equity Premium
|
|
November 2, 2005
|
|
November 16,
2005(2)
|
|
May 21, 2007
|
Equity Premium Advantage
|
|
July 28, 2005
|
|
May 24,
2005(2)
|
|
May 21, 2007
|
Equity Premium Income
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Equity Premium Opportunity
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Quality Preferred
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Quality Preferred 2
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Quality Preferred 3
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Total Return
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Global Government
|
|
May 11, 2006
|
|
June 26,
2006(2)
|
|
May 21, 2007
|
Global Value
|
|
May 26, 2006
|
|
July 21,
2006(2)
|
|
May 21, 2007
|
Multi-Strategy Income
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Multi-Strategy Income 2
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
Core Equity Alpha
|
|
January 25, 2007
|
|
March 26,
2007(2)
|
|
N/A
|
Multi-Currency Short-Term
|
|
April 4, 2007
|
|
April 24,
2007(2)
|
|
N/A
|
Tax-Advantaged Dividend Growth
|
|
April 4, 2007
|
|
June 21,
2007(2)
|
|
N/A
|
|
|
|
|
(1) |
The Original Investment Management Agreement was approved at a
shareholders meeting held July 26, 2005 relating to a previous
change in control of NAM.
|
|
|
(2) |
The Original Investment Management Agreement was approved by a
Consent of Sole Shareholder.
|
B-1
Appendix C
FORM OF
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this [ ] day of
[ ], by and between <NAME OF
FUND>, a <ENTITYS STATE OF ORGANIZATION>
(the Fund), and NUVEEN ASSET MANAGEMENT, a Delaware
corporation (the Adviser).
W I T N E
S S E T H
In consideration of the mutual covenants hereinafter contained,
it is hereby agreed by and between the parties hereto as follows:
|
|
1. |
The Fund hereby employs the Adviser to act as the investment
adviser for, and to manage the investment and reinvestment of
the assets of the Fund in accordance with the Funds
investment objective and policies and limitations, and to
administer the Funds affairs to the extent requested by
and subject to the supervision of the Board of Trustees of the
Fund for the period and upon the terms herein set forth. The
investment of the Funds assets shall be subject to the
Funds policies, restrictions and limitations with respect
to securities investments as set forth in the Funds then
current registration statement under the Investment Company Act
of 1940, and all applicable laws and the regulations of the
Securities and Exchange Commission relating to the management of
registered closed-end, diversified management investment
companies.
|
The Adviser accepts such employment and agrees during such
period to render such services, to furnish office facilities and
equipment and clerical, bookkeeping and administrative services
(other than such services, if any, provided by the Funds
transfer agent) for the Fund, to permit any of its officers or
employees to serve without compensation as trustees or officers
of the Fund if elected to such positions, and to assume the
obligations herein set forth for the compensation herein
provided. The Adviser shall, for all purposes herein provided,
be deemed to be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act
for nor represent the Fund in any way, nor otherwise be deemed
an agent of the Fund.
|
|
2. |
For the services and facilities described in Section 1, the
Fund will pay to the Adviser, at the end of each calendar month,
an investment management fee equal to the sum of a
Fund-Level Fee and a Complex-Level Fee.
|
|
|
|
|
A.
|
The Fund Level Fee shall be computed by applying the
following annual rate to the average total daily net assets of
the Fund:
|
|
|
|
|
|
Average Total Daily Net
Assets(1)
|
|
Rate
|
|
|
<SCHEDULE>
|
|
|
|
|
|
|
|
|
B.
|
The Complex-Level Fee shall be calculated by reference to
the daily net assets of the Eligible Funds, as defined below
(with such daily net assets to include, in the case of Eligible
Funds whose advisory fees are calculated by reference to net
assets that include net assets attributable to preferred stock
issued by or borrowings by the fund, such leveraging net assets)
(Complex-Level Assets), pursuant to an annual
|
C-1
fee schedule that results in the following effective
Complex-Level Fee rate at each specified
Complex-Level Asset level:
|
|
|
|
|
Complex-Level Asset Breakpoint Level
|
|
Effective Rate at Breakpoint Level
|
($ million)
|
|
(%)
|
|
55,000
|
|
|
0.2000
|
|
56,000
|
|
|
0.1996
|
|
57,000
|
|
|
0.1989
|
|
60,000
|
|
|
0.1961
|
|
63,000
|
|
|
0.1931
|
|
66,000
|
|
|
0.1900
|
|
71,000
|
|
|
0.1851
|
|
76,000
|
|
|
0.1806
|
|
80,000
|
|
|
0.1773
|
|
91,000
|
|
|
0.1691
|
|
125,000
|
|
|
0.1599
|
|
200,000
|
|
|
0.1505
|
|
250,000
|
|
|
0.1469
|
|
300,000
|
|
|
0.1445
|
|
|
|
|
|
C.
|
Eligible Funds, for purposes of this Agreement,
shall mean all Nuveen-branded closed-end and open-end registered
investment companies organized in the United States. Any
open-end or closed-end funds that subsequently become part of
the Nuveen complex because either (a) Nuveen Investments,
Inc. or its affiliates acquire the investment adviser to such
funds (or the advisers parent), or (b) Nuveen
Investments, Inc. or its affiliates acquire the funds
advisers rights under the management agreement for such
fund, will be evaluated by both Nuveen management and the Nuveen
Funds Board, on a
case-by-case
basis, as to whether or not these acquired funds would be
included in the Nuveen complex of Eligible Funds and, if so,
whether there would be a basis for any adjustments to the
complex-level breakpoints.
|
|
|
D.
|
For the month and year in which this Agreement becomes
effective, or terminates, there shall be an appropriate
proration on the basis of the number of days that the Agreement
shall have been in effect during the month and year,
respectively. The services of the Adviser to the Fund under this
Agreement are not to be deemed exclusive, and the Adviser shall
be free to render similar services or other services to others
so long as its services hereunder are not impaired thereby.
|
|
|
3. |
The Adviser shall arrange for officers or employees of the
Adviser to serve, without compensation from the Fund, as
trustees, officers or agents of the Fund, if duly elected or
appointed to such positions, and subject to their individual
consent and to any limitations imposed by law.
|
C-2
|
|
4.
|
Subject to applicable statutes and regulations, it is understood
that officers, trustees, or agents of the Fund are, or may be,
interested in the Adviser as officers, directors, agents,
shareholders or otherwise, and that the officers, directors,
shareholders and agents of the Adviser may be interested in the
Fund otherwise than as trustees, officers or agents.
|
|
5.
|
The Adviser shall not be liable for any loss sustained by reason
of the purchase, sale or retention of any security, whether or
not such purchase, sale or retention shall have been based upon
the investigation and research made by any other individual,
firm or corporation, if such recommendation shall have been
selected with due care and in good faith, except loss resulting
from willful misfeasance, bad faith, or gross negligence on the
part of the Adviser in the performance of its obligations and
duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
|
|
6.
|
The Adviser currently manages other investment accounts and
funds, including those with investment objectives similar to the
Fund, and reserves the right to manage other such accounts and
funds in the future. Securities considered as investments for
the Fund may also be appropriate for other investment accounts
and funds that may be managed by the Adviser. Subject to
applicable laws and regulations, the Adviser will attempt to
allocate equitably portfolio transactions among the portfolios
of its other investment accounts and funds purchasing securities
whenever decisions are made to purchase or sell securities by
the Fund and one or more of such other accounts or funds
simultaneously. In making such allocations, the main factors to
be considered by the Adviser will be the respective investment
objectives of the Fund and such other accounts and funds, the
relative size of portfolio holdings of the same or comparable
securities, the availability of cash for investment by the Fund
and such other accounts and funds, the size of investment
commitments generally held by the Fund and such accounts and
funds, and the opinions of the persons responsible for
recommending investments to the Fund and such other accounts and
funds.
|
|
6.A.
|
The Fund may use the name Nuveen or any other name
derived from the name Nuveen only for so long as
this agreement or any extension, renewal or amendment hereof
remains in effect, including any similar agreement with any
organization that shall remain affiliated with Nuveen and shall
have succeeded to the business of the Adviser as investment
adviser. At such time as this agreement or any extension,
renewal or amendment hereof, or such other similar agreement
shall no longer be in effect, the Fund will (by amendment of its
agreement and declaration of trust if necessary) cease to use
any name derived from the name Nuveen or otherwise
connected with the Adviser or with any organization that shall
have succeeded to the Advisers business as investment
adviser.*
|
|
|
7. |
This Agreement shall continue in effect until August 1, 2008,
unless and until terminated by either party as hereinafter
provided, and shall continue in force from year to year
thereafter, but only as long as such continuance is specifically
approved, at least annually, in the manner required by the
Investment Company Act of 1940.
|
This Agreement shall automatically terminate in the event of its
assignment, and may be terminated at any time without the
payment of any penalty by the Fund or by the Adviser upon no
less than sixty (60) days written notice to the other
party. The Fund may effect termination by action of the Board of
Trustees or by vote of a majority of the outstanding voting
securities of the Fund, accompanied by appropriate notice.
C-3
This Agreement may be terminated, at any time, without the
payment of any penalty, by the Board of Trustees of the Fund, or
by vote of a majority of the outstanding voting securities of
the Fund, in the event that it shall have been established by a
court of competent jurisdiction that the Adviser, or any officer
or director of the Adviser, has taken any action which results
in a breach of the covenants of the Adviser set forth herein.
Termination of this Agreement shall not affect the right of the
Adviser to receive payments on any unpaid balance of the
compensation, described in Section 2, earned prior to such
termination.
|
|
8.
|
If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule, or otherwise, the remainder
shall not be thereby affected.
|
|
9.
|
Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party at
such address as such other party may designate for receipt of
such notice.
|
|
10.
|
The Funds Declaration of Trust is on file with the
Secretary of the <ENTITYS STATE OF
ORGANIZATION>. This Agreement is executed on behalf of the
Fund by the Funds officers as officers and not
individually and the obligations imposed upon the Fund by this
Agreement are not binding upon any of the Funds Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Fund.
|
|
11.
|
This Agreement shall be construed in accordance with applicable
federal law and (except as to Section 10 hereof which shall
be construed in accordance with the laws of <ENTITYS
STATE OF ORGANIZATION>) the laws of the State of Illinois.
|
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed on the day and year above written.
<NAME OF FUND>
by:
[Title]
[Title]
NUVEEN ASSET MANAGEMENT
by:
[Title]
[Title]
* Paragraph only applicable to JCE, JTD and JGT
C-4
Complex-Level Fee
Rates(1)
|
|
|
|
|
|
Complex Daily Net
Assets
|
|
Effective Rate at
Complex
|
Breakpoint
Level
|
|
Daily Net
Assets
|
|
First $55 billion
|
|
|
0.2000
|
%
|
$56 billion
|
|
|
0.1996
|
%
|
$57 billion
|
|
|
0.1989
|
%
|
$60 billion
|
|
|
0.1961
|
%
|
$63 billion
|
|
|
0.1931
|
%
|
$66 billion
|
|
|
0.1900
|
%
|
$71 billion
|
|
|
0.1851
|
%
|
$76 billion
|
|
|
0.1806
|
%
|
$80 billion
|
|
|
0.1773
|
%
|
$91 billion
|
|
|
0.1691
|
%
|
$125 billion
|
|
|
0.1599
|
%
|
$200 billion
|
|
|
0.1505
|
%
|
$250 billion
|
|
|
0.1469
|
%
|
$300 billion
|
|
|
0.1445
|
%
|
|
|
Fund-Level Fee
Rates, Aggregate Management
Fees Paid and Net Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid to
|
|
|
|
|
|
|
Fund Average
|
|
|
|
|
the Adviser
During
|
|
|
Net Assets
|
|
Fund
|
|
Daily Net
Assets
|
|
Fee
Rate
|
|
|
Last Fiscal
Year
|
|
|
as of
6/30/07
|
|
|
|
Floating
Rate(2)
|
|
|
For the first $500 million
|
|
|
|
0.6500
|
%
|
|
|
$ 8,697,928
|
|
|
$
|
1,060,504,050
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.5750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.5500
|
%
|
|
|
|
|
|
|
|
|
|
Floating Rate Income Opportunity(3)
|
|
|
For the first $500 million
|
|
|
|
0.6500
|
%
|
|
|
$ 5,292,013
|
|
|
$
|
638,211,629
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.5750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.5500
|
%
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged Floating
Rate(4)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 2,269,670
|
|
|
$
|
278,966,413
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Income(5)
|
|
|
For the first $1 billion
|
|
|
|
0.6500
|
%
|
|
|
$ 3,345,819
|
|
|
$
|
299,667,790
|
|
|
|
|
For the next $1 billion
|
|
|
|
0.6375
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $3 billion
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $5 billion
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $10 billion and over
|
|
|
|
0.5750
|
%
|
|
|
|
|
|
|
|
|
D-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid to
|
|
|
|
|
|
|
Fund Average
|
|
|
|
|
the Adviser
During
|
|
|
Net Assets
|
|
Fund
|
|
Daily Net
Assets
|
|
Fee
Rate
|
|
|
Last Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
Real
Estate(6)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 8,025,811
|
|
|
$
|
880,658,806
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
Diversified
Dividend(7)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 4,431,727
|
|
|
$
|
492,741,339
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Premium
|
|
|
For the first $500 million
|
|
|
|
0.6800
|
%
|
|
|
$ 2,756,479
|
|
|
$
|
330,426,664
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6550
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6300
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6050
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.5800
|
%
|
|
|
|
|
|
|
|
|
|
Equity Premium
Advantage(8)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 4,220,057
|
|
|
$
|
482,546,905
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
Equity Premium
Income(9)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 6,248,742
|
|
|
$
|
721,740,388
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
Equity Premium
Opportunity(10)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$10,525,224
|
|
|
$
|
1,238,764,985
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality
Preferred(11)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$11,584,235
|
|
|
$
|
1,296,201,228
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid to
|
|
|
|
|
|
|
Fund Average
|
|
|
|
|
the Adviser
During
|
|
|
Net Assets
|
|
Fund
|
|
Daily Net
Assets
|
|
Fee
Rate
|
|
|
Last Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
Quality
Preferred 2(12)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$21,193,520
|
|
|
$
|
2,449,409,212
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality
Preferred 3(13)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 4,420,593
|
|
|
$
|
482,507,926
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Return(14)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 4,157,269
|
|
|
$
|
417,527,681
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Government
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$ 806,841
|
*
|
|
$
|
173,523,582
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Value
|
|
|
For the first $500 million
|
|
|
|
0.8000
|
%
|
|
|
$ 1,596,320
|
**
|
|
$
|
400,082,926
|
|
|
|
|
For the next $500 million
|
|
|
|
0.7750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.7500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.7250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.7000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Strategy
Income(15)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$17,864,558
|
|
|
$
|
2,101,325,372
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Strategy Income 2(16)
|
|
|
For the first $500 million
|
|
|
|
0.7000
|
%
|
|
|
$24,449,422
|
|
|
$
|
2,941,456,275
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
D-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid to
|
|
|
|
|
|
|
Fund Average
|
|
|
|
|
the Adviser
During
|
|
|
Net Assets
|
|
Fund
|
|
Daily Net
Assets
|
|
Fee
Rate
|
|
|
Last Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
Core Equity Alpha
|
|
|
For the first $500 million
|
|
|
0.7500
|
%
|
|
|
$ 0
|
***
|
|
$
|
308,609,842
|
|
|
|
|
For the next $500 million
|
|
|
0.7250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.7000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Currency Short-Term
|
|
|
For the first $500 million
|
|
|
0.7000
|
%
|
|
|
$ 0
|
****
|
|
$
|
858,237,809
|
|
|
|
|
For the next $500 million
|
|
|
0.6750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.6500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.6250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
0.6000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged Dividend Growth
|
|
|
For the first $500 million
|
|
|
0.8000
|
%
|
|
|
$ 0
|
*****
|
|
$
|
271,728,879
|
|
|
|
|
For the next $500 million
|
|
|
0.7750
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.7500
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For the next $500 million
|
|
|
0.7250
|
%
|
|
|
|
|
|
|
|
|
|
|
|
For net assets $2 billion and over
|
|
|
0.7000
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
The Fund commenced operations on June 27, 2006 and the
amounts disclosed represent fees paid for a partial fiscal year.
|
|
|
** |
The Fund commenced operations on July 24, 2006 and the
amounts disclosed represent fees paid for a partial fiscal year.
|
|
|
*** |
The Fund commenced operations on March 27, 2007 and
therefore has not completed a fiscal year.
|
|
|
**** |
The Fund commenced operations on April 25, 2007 and
therefore has not completed a fiscal year.
|
|
|
***** |
The Fund commenced operations on June 26, 2007 and
therefore has not completed a fiscal year.
|
D-4
(1) Prior to August 20, 2007, the complex-level fee
rates were based on the following schedule:
|
|
|
|
|
|
|
|
|
Complex Daily Net
Assets
|
|
Effective Rate at
Complex
|
|
Breakpoint
Level
|
|
Daily Net
Assets
|
|
|
|
|
|
First $55 billion
|
|
|
|
0.2000%
|
|
|
$56 billion
|
|
|
|
0.1996%
|
|
|
$57 billion
|
|
|
|
0.1989%
|
|
|
$60 billion
|
|
|
|
0.1961%
|
|
|
$63 billion
|
|
|
|
0.1931%
|
|
|
$66 billion
|
|
|
|
0.1900%
|
|
|
$71 billion
|
|
|
|
0.1851%
|
|
|
$76 billion
|
|
|
|
0.1806%
|
|
|
$80 billion
|
|
|
|
0.1773%
|
|
|
$91 billion
|
|
|
|
0.1698%
|
|
|
$125 billion
|
|
|
|
0.1617%
|
|
|
$200 billion
|
|
|
|
0.1536%
|
|
|
$250 billion
|
|
|
|
0.1509%
|
|
|
$300 billion
|
|
|
|
0.1499%
|
|
|
|
|
|
|
(2)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next five periods ending March 31. For the period ending
March 31, 2007, NAM reimbursed expenses at 0.32% of the
Funds average daily net assets with the last such
reimbursement for the period ending March 31, 2012 at 0.08%
of the Funds average daily net assets.
|
|
|
|
(3)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next five periods ending July 31. For the period ending
July 31, 2007, NAM reimbursed expenses at 0.30% of the
Funds average daily net assets with the last such
reimbursement for the period ending July 31, 2012 at 0.07%
of the Funds average daily net assets.
|
|
|
|
(4)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next six periods ending March 31. For the period ending
March 31,2007, NAM reimbursed expenses at 0.30% of the
Funds average daily net assets with the last such
reimbursement for the period ending March 31, 2013 at 0.07%
of the Funds average daily net assets.
|
|
|
|
(5)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next three periods ending October 31. For the period ending
October 31, 2006, NAM reimbursed expenses at 0.25% of the
Funds average daily net assets with the last such
reimbursement for the period ending October 31, 2009 at
0.05% of the Funds average daily net assets.
|
|
|
|
(6)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next five periods ending November 30. For the period ending
November 30, 2006, NAM reimbursed expenses at 0.30% of the
Funds average daily net assets with the last such
reimbursement for the period ending November 30, 2011 at
0.05% of the Funds average daily net assets.
|
|
|
|
(7)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next five periods ending September 30. For the period
ending September 30, 2006, NAM reimbursed expenses at 0.32%
of the Funds average daily net assets with the last such
reimbursement for the period ending September 30, 2011 at
0.08% of the Funds average daily net assets.
|
|
|
|
(8)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next four periods ending May 31. For the period ending
May 31, 2007, NAM reimbursed expenses at 0.20% of the
Funds average daily net assets with the last such
reimbursement for the period ending May 31, 2011 at 0.10%
of the Funds average daily net assets.
|
D-5
|
|
|
(9)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next six periods ending October 31. For the period ending
October 31, 2006, NAM reimbursed expenses at 0.30% of the
Funds average daily net assets with the last such
reimbursement for the period ending October 31, 2012 at
0.07% of the Funds average daily net assets.
|
|
|
|
(10)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next six periods ending January 31. For the period ending
January 31, 2007, NAM reimbursed expenses at 0.30% of the
Funds average daily net assets with the last such
reimbursement for the period ending January 31, 2013 at
0.07% of the Funds average daily net assets.
|
|
|
|
(11)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next three periods ending June 30. For the period ending
June 30, 2007, NAM reimbursed expenses at 0.32% of the
Funds average daily net assets with the last such
reimbursement for the period ending June 30, 2010 at 0.08%
of the Funds average daily net assets.
|
|
|
|
(12)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next four periods ending September 30. For the period
ending September 30, 2006, NAM reimbursed expenses at 0.32%
of the Funds average daily net assets with the last such
reimbursement for the period ending September 30, 2010 at
0.08% of the Funds average daily net assets.
|
|
|
|
(13)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next four periods ending December 31. For the period ending
December 31, 2006, NAM reimbursed expenses at 0.32% of the
Funds average daily net assets with the last such
reimbursement for the period ending December 31, 2010 at
0.08% of the Funds average daily net assets.
|
|
|
|
(14)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next five periods ending January 31. For the period ending
January 31, 2007, NAM reimbursed expenses at 0.32% of the
Funds average daily net assets with the last such
reimbursement for the period ending January 31, 2012 at
0.08% of the Funds average daily net assets.
|
|
|
|
(15)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next four periods ending March 31. For the period ending
March 31, 2007, NAM reimbursed expenses at 0.32% of the
Funds average daily net assets with the last such
reimbursement for the period ending March 31, 2011 at 0.08%
of the Funds average daily net assets.
|
|
|
|
(16)
|
|
NAM has agreed to reimburse
expenses with respect to the Fund at a decreasing rate for the
next four periods ending June 30. For the period ending
June 30, 2007, NAM reimbursed expenses at 0.32% of the
Funds average daily net assets with the last such
reimbursement for the period ending June 30, 2011 at 0.08%
of the Funds average daily net assets.
|
D-6
Officers
and Directors of Nuveen Asset Management
(NAM)
|
|
|
|
Name
|
|
Principal
Occupation
|
|
|
John P. Amboian
|
|
Chief Executive Officer, President,
and Director of Nuveen Investments, Inc. and Nuveen Asset
Management, Nuveen Investments, LLC, Rittenhouse Asset
Management, Inc., Nuveen Investments Advisers Inc. and Nuveen
Investments Holdings, Inc.
|
Peter H. DArrigo
|
|
Vice President and Treasurer of
Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen Asset
Management, Rittenhouse Asset Management, Inc. and Nuveen
Investments Holdings, Inc.; Assistant Treasurer of NWQ
Investments Management Company, LLC; Treasurer of
Santa Barbara Asset Management, LLC; Vice President and
Treasurer of funds in Nuveen fund complex.
|
William M. Fitzgerald
|
|
Managing Director and Chief
Investment Officer of Nuveen Asset Management; Vice President of
Nuveen Investments Advisers Inc.; Vice President of funds in
Nuveen fund complex.
|
Sherri A. Hlavacek
|
|
Vice President and Corporate
Controller of Nuveen Asset Management, Nuveen Investments, Inc.,
Nuveen Investments, LLC, Rittenhouse Asset Management, Inc.,
Nuveen Investments Institutional Services Group LLC and Nuveen
Investments Holdings, Inc.
|
Mary E. Keefe
|
|
Managing Director of Nuveen
Investments, Inc.; Managing Director and Chief Compliance
Officer of Nuveen Asset Management, Nuveen Investments, LLC, and
Nuveen Investments Advisers Inc.; and Chief Compliance Officer
of Symphony Asset Management LLC, Santa Barbara Asset Management
LLC, HydePark Investment Strategies, LLC, Nuveen Investments
Institutional Services Group LLC and Rittenhouse Asset
Management, Inc.
|
John L. MacCarthy
|
|
Senior Vice President and Secretary
of Nuveen Investments, Inc., Nuveen Investments, LLC, Nuveen
Asset Management, Rittenhouse Asset Management, Inc., Nuveen
Investments Holdings, Inc., Nuveen Investments Advisers Inc.,
NWQ Holdings, LLC and Nuveen Investments Institutional Services
Group LLC; Assistant Secretary of NWQ Investment Management
Company, LLC and Tradewinds Global Investors, LLC; Secretary of
Symphony Asset Management LLC and Santa Barbara Asset
Management, LLC.
|
Larry W. Martin
|
|
Vice President and Assistant
Secretary of Nuveen Investments, LLC, Nuveen Investments, Inc.,
Rittenhouse Asset Management, Inc., NWQ Holdings, LLC, Nuveen
Investments Institutional Services Group LLC, Nuveen Asset
Management and Nuveen Investments Advisers Inc.; Assistant
Secretary of NWQ Investment Management Company, LLC, Tradewinds
Global Investors, LLC and Santa Barbara Asset Management,
LLC; Vice President and Assistant Secretary of funds in Nuveen
fund complex.
|
E-1
|
|
|
|
Name
|
|
Principal
Occupation
|
|
|
Kevin J. McCarthy
|
|
Vice President and Assistant
Secretary of Nuveen Investments, LLC, Nuveen Asset Management,
Nuveen Investment Advisers Inc., Nuveen Investment Institutional
Services Group LLC and Rittenhouse Asset Management, Inc.; Vice
President and Secretary of funds in Nuveen fund complex.
|
Timothy R. Schwertfeger
|
|
Director and Non-Executive Chairman
of Nuveen Investments, Inc.; Chairman of the Board and Board
Member of funds in Nuveen fund complex.
|
Glenn R. Richter
|
|
Executive Vice President, Chief
Administrative Officer of Nuveen Investments, Inc.; Executive
Vice President of Nuveen Asset Management, Nuveen Investments,
LLC and Nuveen Investments Holdings, Inc.; Chief Administrative
Officer of NWQ Holdings, LLC.
|
Gifford R. Zimmerman
|
|
Managing Director, Assistant
Secretary and Associate General Counsel of Nuveen Investments,
LLC and Nuveen Asset Management; Managing Director and Assistant
Secretary of Nuveen Investments, Inc.; Assistant Secretary of
NWQ Investment Management Company, LLC, Tradewinds Global
Investors, LLC and Santa Barbara Asset Management, LLC;
Vice President and Assistant Secretary of Nuveen Investments
Advisers Inc.; Managing Director, Associate General Counsel and
Assistant Secretary of Rittenhouse Asset Management, Inc.; Chief
Administrative Officer of funds in Nuveen fund complex.
|
E-2
Appendix F
Dates
Relating to Sub-Advisory Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Original
|
|
|
|
|
|
|
Date Original
|
|
Sub-Advisory
|
|
|
|
|
|
|
Sub-Advisory
|
|
Agreement(s)
|
|
|
|
|
|
|
Agreement(s)
|
|
was/were Last
|
|
|
|
|
Date of
Original
|
|
was/were Last
|
|
Approved for
|
|
|
|
|
Sub-Advisory
|
|
Approved by
|
|
Continuance
|
Fund
|
|
Sub-Adviser
|
|
Agreement(s)
|
|
Shareholders
|
|
by
Board
|
|
|
Floating Rate
|
|
Symphony
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Floating Rate Income Opportunity
|
|
Symphony
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Tax-Advantaged Floating Rate
|
|
Spectrum
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Senior Income
|
|
Symphony
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Real Estate
|
|
Security Capital
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Diversified Dividend
|
|
NWQ, Security Capital, Symphony and
Wellington
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Equity Premium
|
|
Gateway
|
|
November 16, 2005
|
|
November 16,
2005(2)
|
|
May 21, 2007
|
|
|
Equity Premium Advantage
|
|
Gateway
|
|
March 29, 2006
|
|
March 29,
2006(3)
|
|
May 21, 2007
|
|
|
Equity Premium Income
|
|
Gateway
|
|
March 29, 2006
|
|
March 29,
2006(3)
|
|
May 21, 2007
|
|
|
Equity Premium Opportunity
|
|
Gateway
|
|
March 29, 2006
|
|
March 29,
2006(3)
|
|
May 21, 2007
|
|
|
Quality Preferred
|
|
Spectrum
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Quality Preferred 2
|
|
Spectrum
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Quality Preferred 3
|
|
Spectrum
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Total Return
|
|
NWQ and Symphony
|
|
July 28, 2005
|
|
July 26,
2005(1)
|
|
May 21, 2007
|
|
|
Global Value
|
|
Tradewinds
|
|
July 20, 2006
|
|
July 21,
2006(2)
|
|
May 21, 2007
|
|
|
Multi-Strategy Income
|
|
Spectrum,
Symphony and Tradewinds
|
|
July 28, 2005
July 23, 2007
June 29, 2007
|
|
July 26,
2005(1)
April 11,
2007(4)
April 11,
2007(5)
|
|
May 21, 2007
May 21, 2007
May 21, 2007
|
|
|
Multi-Strategy Income 2
|
|
Spectrum,
Symphony and Tradewinds
|
|
July 28, 2005
July 23, 2007
June 29, 2007
|
|
July 26,
2005(1)
July 20,
2007(6)
June 29,
2007(7)
|
|
May 21, 2007
May 21, 2007
May 21, 2007
|
|
|
Core Equity Alpha
|
|
INTECH
|
|
March 26, 2007
|
|
March, 26,
2007(2)
|
|
N/A
|
|
|
Tax-Advantaged Dividend Growth
|
|
NWQ and
SBAM
|
|
June 25, 2007
June 19, 2007
|
|
June 21,
2007(2)
June 21,
2007(2)
|
|
N/A
N/A
|
|
|
|
|
(1) |
The Original Sub-Advisory Agreement(s) was approved at a
shareholder meeting held July 26, 2005 relating to a
previous change in control of NAM.
|
|
|
(2) |
The Original Sub-Advisory Agreement was approved by a Consent of
Sole Shareholder.
|
F-1
|
|
(3) |
The Original Sub-Advisory Agreement was approved at a
shareholder meeting held March 29, 2006 relating to a previous
change in control of Gateway.
|
|
|
(4) |
The Original Sub-Advisory Agreement was approved at a
shareholders meeting held April 11, 2007 relating to the Amended
Sub-Advisory Agreement with Symphony.
|
|
|
(5) |
The Original Sub-Advisory Agreement was approved at a
shareholder meeting held April 11, 2007 relating to the addition
of Tradewinds as a sub-adviser.
|
|
|
(6) |
The Original Sub-Advisory Agreement was approved at a
shareholders meeting held April 11, 2007 and adjourned to April
30, May 31, June 29 and July 20, 2007 relating to the
Amended Sub-Advisory Agreement with Symphony.
|
|
|
(7) |
The Original Sub-Advisory Agreement was approved at a
shareholders meeting held April 11, 2007 and adjourned to April
30, May 31 and June 29, 2007 relating to the addition of
Tradewinds as a sub-adviser.
|
F-2
Appendix G
FORM OF
INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this
[ ] day of
[ ] by and between Nuveen
Asset Management, a Delaware corporation and a federally
registered investment adviser (Manager), and
<NAME OF SUB-ADVISER>, (Sub-Adviser).
WHEREAS, Manager serves as the investment manager for the
<NAME OF FUND> (the Fund), a closed-end
management investment company registered under the Investment
Company Act of 1940, as amended (the 1940 Act)
pursuant to an Investment Management Agreement between Manager
and the Fund (as such agreement may be modified from time to
time, the Management Agreement); and
WHEREAS, Manager desires to retain Sub-Adviser to furnish
investment advisory services for a certain designated portion of
the Funds investment portfolio, upon the terms and
conditions hereafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
|
|
1.
|
Appointment. Manager hereby appoints
Sub-Adviser to provide certain sub-investment advisory services
to the Fund for the period and on the terms set forth in this
Agreement. Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation
herein provided.
|
|
2.
|
Services to be Performed. Subject always to
the supervision of Funds Board of Trustees and the
Manager, Sub-Adviser will furnish an investment program in
respect of, make investment decisions for, and place all orders
for the purchase and sale of securities for the portion of the
Funds investment portfolio allocated by Manager to
Sub-Adviser, all on behalf of the Fund and as described in the
Funds initial registration statement on
Form N-2
as declared effective by the Securities and Exchange Commission,
consistent with the investment objectives and restrictions of
the Fund described therein and as they may subsequently be
changed by the Funds Board of Trustees and publicly
described and as the Sub-Adviser is notified of such changes. In
the performance of its duties, Sub-Adviser will satisfy its
fiduciary duties to the Fund, will monitor the Funds
investments in securities selected for the Fund by the
Sub-Adviser hereunder, and will comply with the provisions of
the Funds Declaration of Trust and By-laws, as amended
from time to time, and the investment objectives, policies and
restrictions of the Fund, to the extent the Sub-Adviser has been
notified of such objectives, policies and restrictions. Manager
will provide Sub-Adviser with current copies of the Funds
Declaration of Trust, By-laws, prospectus and any amendments
thereto, and any written objectives, policies, procedures or
limitations not appearing therein as they may be relevant to
Sub-Advisers performance under this Agreement. Sub-Adviser
and Manager will each make its officers and employees available
to the other from time to time at reasonable times to review
investment policies of the Fund and to consult with each other
regarding the investment affairs of the Fund. Sub-Adviser will
report to the Board of Trustees and to Manager with respect to
the implementation of such program.
|
G-1
Manager shall arrange for the Funds custodian to forward
to Sub-Adviser or Sub-Advisers designated proxy agent on a
timely basis copies of all proxies and shareholder
communications relating to securities in which assets of the
Funds investment portfolio allocated by Manager to
Sub-Adviser are invested. The Sub-Adviser will vote all such
proxies delivered to Sub-Adviser or Sub-Advisers
designated proxy agent consistent with the Sub-Advisers
proxy voting guidelines and the best interests of the Fund. The
Sub-Adviser will maintain appropriate records detailing its
voting of proxies on behalf of the Fund and upon reasonable
request will provide a report setting forth the proposals voted
on and how the Funds shares were voted, including the name
of the corresponding issuers.
Sub-Adviser is authorized to select the brokers or dealers that
will execute the purchases and sales of portfolio securities for
the Fund, and is directed to use its commercially reasonable
efforts to obtain best execution, which includes most favorable
net results and execution of the Funds orders, taking into
account all appropriate factors, including price, dealer spread
or commission, size and difficulty of the transaction and
research or other services provided. It is understood that the
Sub-Adviser will not be deemed to have acted unlawfully, or to
have breached a fiduciary duty to the Fund, or be in breach of
any obligation owing to the Fund under this Agreement, or
otherwise, solely by reason of its having caused the Fund to pay
a member of a securities exchange, a broker or a dealer a
commission for effecting a securities transaction for the Fund
in excess of the amount of commission another member of an
exchange, broker or dealer would have charged if the Sub-Adviser
determined in good faith that the commission paid was reasonable
in relation to the brokerage or research services provided by
such member, broker or dealer, viewed in terms of that
particular transaction or the Sub-Advisers overall
responsibilities with respect to its accounts, including the
Fund, as to which it exercises investment discretion. In
addition, if in the judgment of the Sub-Adviser, the Fund would
be benefited by supplemental services, the Sub-Adviser is
authorized to pay spreads or commissions to brokers or dealers
furnishing such services in excess of spreads or commissions
that another broker or dealer may charge for the same
transaction, provided that the Sub-Adviser determined in good
faith that the commission or spread paid was reasonable in
relation to the services provided. The Sub-Adviser will properly
communicate to the officers and trustees of the Fund such
information relating to transactions for the Fund as they may
reasonably request. In no instance will portfolio securities be
purchased from or sold to the Manager, Sub-Adviser or any
affiliated person of the Fund, Manager, or Sub-Adviser, except
as may be permitted under the 1940 Act.
Sub-Adviser further agrees that it:
|
|
|
|
a)
|
will use the same degree of skill and care in providing such
services as it uses in providing services to fiduciary accounts
for which it has investment responsibilities;
|
|
|
b)
|
will conform to all applicable Rules and Regulations of the
Securities and Exchange Commission in all material respects and
in addition will conduct its activities under this Agreement in
accordance with any applicable regulations of any governmental
authority pertaining to its investment advisory activities;
|
|
|
c)
|
will report regularly to Manager and to the Board of Trustees of
the Fund and will make appropriate persons available for the
purpose of reviewing with representatives of Manager and the
Board of Trustees on a regular basis at reasonable times the
management of the Fund, including, without limitation, review of
the general
|
G-2
|
|
|
|
|
investment strategies of the Fund with respect to the portion of
the Funds portfolio allocated to the Sub-Adviser, the
performance of the Funds investment portfolio allocated to
the Sub-Adviser in relation to standard industry indices and
general conditions affecting the marketplace and will provide
various other reports from time to time as reasonably requested
by Manager;
|
|
|
|
|
d)
|
will monitor the pricing of option contracts each day on which
the Fund calculates a net asset value, to determine whether
market movements between 4:00 p.m. and 4:15 p.m.
indicate that it is necessary for the Fund to determine a fair
value of such option contracts and will promptly notify the
Manager of such evaluation provided that, this provision
is not intended to limit the Sub-Advisers responsibility
to promptly notify the Manager of market or security-specific
events that have come to the attention of the Sub-Adviser, that
could call into question the validity of the pricing of one or
more securities in the Funds portfolio; and
|
|
|
e)
|
will prepare such books and records with respect to the
Funds securities transactions for the portion of the
Funds investment portfolio allocated to the Sub-Adviser as
reasonably requested by the Manager and will furnish Manager and
Funds Board of Trustees such periodic and special reports
as the Board or Manager may reasonably request.
|
|
|
f)
|
The Sub-Adviser is prohibited from consulting with any other
sub-adviser of the Fund or any other sub-adviser to a fund under
common control with the Fund concerning transactions of the Fund
in securities or other assets.
|
|
|
3. |
*Representations of Manager. Manager hereby
represents that it:
|
|
|
|
|
a)
|
is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this
Agreement remains in effect;
|
|
|
b)
|
is not prohibited by the 1940 Act or the Advisers Act from
performing investment advisory services to the Fund;
|
|
|
c)
|
has met, and will continue to meet for so long as this Agreement
remains in effect, any applicable federal or state requirements,
or the applicable requirements of any regulatory or industry
self-regulatory agency, or the applicable licensing requirements
for the use of any trademarks necessary to be met in order to
perform investment advisory services for the Fund; and
|
|
|
d)
|
will immediately notify the Sub-Adviser of the occurrence of any
event that would disqualify the Manager from serving as an
investment adviser of an investment company pursuant to
Section 9 (a) of the 1940 Act or otherwise.
|
|
|
4. |
*Representations of Sub-Adviser. Sub-Adviser
hereby represents that it:
|
|
|
|
|
a)
|
is registered as an investment adviser under the Advisers Act
and will continue to be so registered for so long as this
Agreement remains in effect;
|
|
|
b)
|
is not prohibited by the 1940 Act or the Advisers Act from
performing investment advisory services to the Fund;
|
|
|
c)
|
has met, and will continue to meet for so long as this Agreement
remains in effect, any applicable federal or state requirements,
or the applicable requirements of any
|
G-3
regulatory or industry self-regulatory agency necessary to be
met in order to perform investment advisory services for the
Fund; and
|
|
|
|
d)
|
will immediately notify the Manager of the occurrence of any
event that would disqualify the Sub-Adviser from serving as an
investment adviser of an investment company pursuant to
Section 9 (a) of the 1940 Act or otherwise.
|
|
|
5. |
Expenses. During the term of this Agreement,
Sub-Adviser will pay all expenses incurred by it in connection
with its activities under this Agreement other than the cost of
securities (including brokerage commissions and other related
expenses) purchased for the Fund.
|
|
|
6. |
Compensation. For the services provided and
the expenses assumed pursuant to this Agreement, Manager will
pay the Sub-Adviser, and the Sub-Adviser agrees to accept as
full compensation therefor, a portfolio management fee
calculated based on the Sub-Advisers allocation of Fund
net assets (including net assets attributable to <TYPE OF
PREFERRED> Shares and the principal amount of any
borrowings) in accordance with the following schedule from the
date hereof through August 1, 2008:
|
|
|
|
Daily Net Assets
|
|
Sub-Advisers Annual Fee Rate
|
|
<SCHEDULE>
|
|
|
The portfolio management fee shall accrue on each calendar day,
and shall be payable monthly on the first business day of the
next succeeding calendar month. The daily fee accrual shall be
computed by multiplying the fraction of one divided by the
number of days in the calendar year by the applicable annual
rate of fee, and multiplying this product by the net assets of
the Fund allocated to the Sub-Adviser, determined in the manner
established by the Funds Board of Trustees, as of the
close of business on the last preceding business day on which
the Funds net asset value was determined.
For the month and year in which this Agreement becomes effective
or terminates, there shall be an appropriate proration on the
basis of the number of days that the Agreement is in effect
during the month and year, respectively.
Manager shall not agree to amend the financial terms of the
Expense Reimbursement Agreement or the Management Agreement to
the detriment of the Sub-Adviser by operation of this
Section 6 without the express written consent of the
Sub-Adviser.
[Investment Restrictions. During the term of
this Agreement, the Sub-Adviser will not invest in common stock
issued by Nuveen Investments, Inc., CUSIP 67090F106.]**
|
|
7. |
Services to Others. Manager understands, and
has advised Funds Board of Trustees, that Sub-Adviser now
acts, or may in the future act, as an investment adviser to
other investment portfolios including investment companies,
provided that whenever the Fund and one or more other investment
advisory clients of Sub-Adviser have available funds for
investment, investments suitable and appropriate for each will
be allocated in a manner believed by Sub-Adviser to be equitable
to each. Manager recognizes, and has advised Funds Board
of Trustees, that in some cases this procedure may adversely
affect the size of the position that the Fund may obtain in a
particular security. It is further agreed that, on occasions
when the Sub-Adviser deems the purchase or sale of a security to
be in the best interests of the Fund as well as other accounts,
it may, to the extent permitted by applicable law, but will not
be obligated to, aggregate the securities to be so sold or
|
G-4
|
|
|
purchased for the Fund with those to be sold or purchased for
other accounts in order to obtain favorable execution and lower
brokerage commissions. In addition, Manager understands, and has
advised Funds Board of Trustees, that the persons employed
by Sub-Adviser to assist in Sub-Advisers duties under this
Agreement will not devote their full such efforts and service to
the Fund. It is also agreed that the Sub-Adviser may use any
supplemental research obtained for the benefit of the Fund in
providing investment advice to its other investment advisory
accounts or for managing its own accounts.
[<SUB-ADVISER> shall be subject to a written code of
ethics adopted by it pursuant to
Rule 17j-1
of the 1940 Act, and shall not be subject to any other code of
ethics, including the Managers code of ethics, unless
specifically adopted by <SUB-ADVISER>.]**
|
|
|
8. |
Limitation of Liability. The Sub-Adviser shall
not be liable for, and Manager will not take any action against
the Sub-Adviser to hold Sub-Adviser liable for, any error of
judgment or mistake of law or for any loss suffered by the Fund
(including, without limitation, by reason of the purchase, sale
or retention of any security) in connection with the performance
of the Sub-Advisers duties under this Agreement, except
for a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Sub-Adviser in the
performance of its duties under this Agreement, or by reason of
its reckless disregard of its obligations and duties under this
Agreement.
|
|
|
9. |
Term; Termination; Amendment. This Agreement
shall become effective with respect to the Fund on the same date
as the Management Agreement between the Fund and the Manager
becomes effective, provided that it has been approved by a vote
of a majority of the outstanding voting securities of the Fund
in accordance with the requirements of the 1940 Act, and shall
remain in full force until August 1, 2008 unless sooner
terminated as hereinafter provided. This Agreement shall
continue in force from year to year thereafter with respect to
the Fund, but only as long as such continuance is specifically
approved for the Fund at least annually in the manner required
by the 1940 Act and the rules and regulations thereunder;
provided, however, that if the continuation of this
Agreement is not approved for the Fund, the Sub-Adviser may
continue to serve in such capacity for the Fund in the manner
and to the extent permitted by the 1940 Act and the rules and
regulations thereunder.
|
This Agreement shall automatically terminate in the event of its
assignment and may be terminated at any time without the payment
of any penalty by the Manager on no less than sixty
(60) days written notice to the Sub-Adviser. This
Agreement may be terminated at any time without the payment of
any penalty by the Sub-Adviser on no less than sixty
(60) days written notice to the Manager. This
Agreement may also be terminated by the Fund with respect to the
Fund by action of the Board of Trustees or by a vote of a
majority of the outstanding voting securities of such Fund on no
less than sixty (60) days written notice to the
Sub-Adviser by the Fund.
This Agreement may be terminated with respect to the Fund at any
time without the payment of any penalty by the Manager, the
Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund in the event that it shall have
been established by a court of competent jurisdiction that the
Sub-Adviser or any officer or director of the Sub-Adviser has
taken any action that results in a breach of the representations
of the Sub-Adviser set forth herein.
G-5
The terms assignment and vote of a majority of
the outstanding voting securities shall have the meanings
set forth in the 1940 Act and the rules and regulations
thereunder.
Termination of this Agreement shall not affect the right of the
Sub-Adviser to receive payments on any unpaid balance of the
compensation described in Section 6 earned prior to the
effective date of such termination. This Agreement shall
automatically terminate in the event the Management Agreement
between the Manager and the Fund is terminated, assigned or not
renewed.
|
|
10.
|
<NAME OF SUB-ADVISER>
Name. Manager shall furnish to Sub-Adviser all
prospectuses, proxy statements, reports to shareholders, sales
literature or other material prepared for distribution which
refers to the Sub-Adviser by name prior to the use thereof.
Manager shall not use any such materials if the Sub-Adviser
reasonably objects to such use. This paragraph shall survive the
termination of this Agreement.***
|
|
11.
|
Notice. Any notice under this Agreement shall
be in writing, addressed and delivered or mailed, postage
prepaid, to the other party
|
If to the Manager:
<NAME OF MANAGER
ADDRESS OF MANAGER
ATTN:>
If to the Sub-Adviser:
<NAME OF SUB-ADVISER
ADDRESS OF SUB-ADVISER
ATTN:>
With a copy to:
Nuveen Investments, Inc.
333 West Wacker Drive
Chicago, Illinois 60606
Attention: General Counsel
or such address as each such party may designate for the receipt
of such notice.
|
|
12. |
Limitations on Liability. All parties hereto
are expressly put on notice of the Funds Agreement and
Declaration of Trust and all amendments thereto, a copy of which
is on file with the Secretary of the Commonwealth of
Massachusetts, and the limitation of shareholder and trustee
liability contained therein. The obligations of the Fund entered
in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually but only in
such capacities and are not binding upon any of the Trustees,
officers, or shareholders of the Fund individually but are
binding upon only the assets and property of the Fund, and
persons dealing with the Fund must look solely to the assets of
the Fund and those assets belonging to the subject Fund, for the
enforcement of any claims.
|
G-6
|
|
13.
|
Miscellaneous. The captions in this Agreement
are included for convenience of reference only and in no way
define or delimit any of the provisions hereof or otherwise
affect their construction or effect. If any provision of this
Agreement is held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement will not be
affected thereby. This Agreement will be binding upon and shall
inure to the benefit of the parties hereto and their respective
successors.
|
|
14.
|
Applicable Law. This Agreement shall be
construed in accordance with applicable federal law and (except
as to Section 9 hereof which shall be construed in
accordance with the laws of Massachusetts) the laws of the State
of Illinois.
|
IN WITNESS WHEREOF, the Manager and the Sub-Adviser have caused
this Agreement to be executed as of the day and year first above
written.
|
|
|
<NAME OF MANAGER>,
|
|
<NAME OF SUB-ADVISER>
|
|
|
|
By:
|
|
By:
|
|
|
|
Title:
|
|
Title:
|
|
|
|
* |
|
Sections 3 & 4 are specific to JCE, JGT and JTD |
|
|
|
** |
|
Bracketed sentences applicable to JCE contract only. |
|
|
|
*** |
|
Paragraph specific to sub-advisers who are not affiliates of
Nuveen Investments, Inc. |
G-7
Brokerage
Commissions Paid to Spectrum
During
Last Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Amount
of Brokerage
|
|
Percentage of
Aggregate
|
|
|
Commissions Paid
to
|
|
Brokerage
Commissions Paid to
|
Fund
|
|
Spectrum
|
|
Spectrum
|
|
|
Tax-Advantaged Floating Rate
|
|
$
|
49,781
|
|
|
|
100
|
%
|
Multi-Strategy Income 2
|
|
|
442,168
|
|
|
|
41
|
%
|
Quality Preferred
|
|
|
422,944
|
|
|
|
100
|
%
|
Quality Preferred 2
|
|
|
778,006
|
|
|
|
100
|
%
|
Quality Preferred 3
|
|
|
204,882
|
|
|
|
100
|
%
|
Multi-Strategy Income
|
|
|
279,125
|
|
|
|
38
|
%
|
H-1
Sub-Advisory
Fee Rates and
Aggregate Sub-Advisory Fees Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily
|
|
the NAM
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets of
|
|
Advisory Fee
|
|
Fees Paid to
the
|
|
|
|
|
|
|
|
|
|
|
Fund Managed
|
|
Paid to
|
|
Sub-Adviser
During
|
|
|
Net Assets
|
|
|
|
Fund
|
|
Sub-Adviser
|
|
by
Sub-Adviser
|
|
Sub-Adviser
|
|
Last Fiscal
Year
|
|
|
as of
6/30/07
|
|
|
|
|
|
Floating Rate
|
|
Symphony
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$2,201,947
|
|
|
|
$1,060,504,050
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate Income
|
|
Symphony
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$1,436,550
|
|
|
|
$ 638,211,629
|
|
|
|
Opportunity
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged
|
|
Spectrum
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$ 750,351
|
|
|
|
$ 278,966,413
|
|
|
|
Floating Rate
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Income
|
|
Symphony
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$1,164,657
|
|
|
|
$ 299,667,790
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
Security Capital
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$2,222,559
|
|
|
|
$ 880,658,806
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Dividend
|
|
NWQ
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
$ 419,934
|
|
|
|
$ 492,741,339
|
|
|
|
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Capital
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
$ 439,466
|
|
|
|
|
|
|
|
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Symphony
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$ 307,061
|
|
|
|
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wellington
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$ 327,445
|
|
|
|
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily
|
|
the NAM
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets of
|
|
Advisory Fee
|
|
Fees Paid to
the
|
|
|
|
|
|
|
|
|
|
|
Fund Managed
|
|
Paid to
|
|
Sub-Adviser
During
|
|
|
Net Assets
|
|
|
|
Fund
|
|
Sub-Adviser
|
|
by
Sub-Adviser
|
|
Sub-Adviser
|
|
Last Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
|
|
Equity Premium
|
|
Gateway
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
$2,172,555
|
|
|
|
$ 721,740,388
|
|
|
|
Income
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Premium
|
|
Gateway
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
$3,586,207
|
|
|
|
$1,238,764,985
|
|
|
|
Opportunity
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Preferred
|
|
Spectrum
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$3,008,973
|
|
|
|
$1,296,201,228
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quality Preferred 2
|
|
Spectrum
|
|
40.0% of the advisory fee
paid to NAM for its
services to the Fund
|
|
|
40.0%
|
|
|
|
$5,235,428
|
|
|
|
$2,449,409,212
|
|
|
|
|
|
Quality Preferred 3
|
|
Spectrum
|
|
Up to $500 million
|
|
|
40.0%
|
|
|
|
$1,130,149
|
|
|
|
$ 482,507,926
|
|
|
|
|
|
|
|
Over $500 million
|
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return
|
|
NWQ
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
$1,156,167
|
|
|
|
$ 417,527,681
|
|
|
|
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Symphony
|
|
Up to $125 million
|
|
|
50.0%
|
|
|
|
$ 243,627
|
|
|
|
|
|
|
|
|
|
|
|
$125 million to $150 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Strategy Income
|
|
Spectrum
|
|
Up to $500 million
|
|
|
40.0%
|
|
|
|
$2,292,151
|
|
|
|
$2,101,325,372
|
|
|
|
|
|
|
|
Over $500 million
|
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Symphony(1)
|
|
Up to $125 million
|
|
|
52.5%
|
|
|
|
$ 673,907
|
|
|
|
|
|
|
|
|
|
(income portion)
|
|
$125 million to $150 million
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Symphony(1)
|
|
Up to $125 million
|
|
|
55.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(equity portion)
|
|
$125 million to $150 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradewinds(2)
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Strategy
|
|
Spectrum
|
|
Up to $500 million
|
|
|
40.0%
|
|
|
|
$3,046,001
|
|
|
|
$2,941,456,275
|
|
|
|
Income 2
|
|
|
|
Over $500 million
|
|
|
35.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Symphony(1)
|
|
Up to $125 million
|
|
|
52.5%
|
|
|
|
$ 868,368
|
|
|
|
|
|
|
|
|
|
(income portion)
|
|
$125 million to $150 million
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
42.5%
|
|
|
|
|
|
|
|
|
|
|
|
I-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily
|
|
the NAM
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets of
|
|
Advisory Fee
|
|
Fees Paid to
the
|
|
|
|
|
|
|
|
|
|
|
Fund Managed
|
|
Paid to
|
|
Sub-Adviser
During
|
|
|
Net Assets
|
|
|
|
Fund
|
|
Sub-Adviser
|
|
by
Sub-Adviser
|
|
Sub-Adviser
|
|
Last Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
|
|
|
|
Symphony(1)
|
|
Up to $125 million
|
|
|
55.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(equity portion)
|
|
$125 million to $150 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$150 million to $175 million
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$175 million to $200 million
|
|
|
47.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million and over
|
|
|
45.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradewinds(3)
|
|
Up to $200 million
|
|
|
55.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$200 million to $300 million
|
|
|
52.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$300 million and over
|
|
|
50.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The Percentage of the Advisory Fee Paid to Sub-Adviser above
reflects rates effective as of July 23, 2007. Prior to
July 23, 2007, Symphony managed a smaller amount of each
Funds assets and the following rates were in effect:
|
|
|
|
|
|
Average Daily Net
Assets
|
|
Percentage of the
NAM
|
of Fund Managed
by
|
|
Advisory Fee Paid
to
|
Sub-Adviser
|
|
Sub-Adviser
|
|
Up to $125 million
|
|
|
50.0%
|
|
$125 million to
$150 million
|
|
|
47.5%
|
|
$150 million to
$175 million
|
|
|
45.0%
|
|
$175 million to
$200 millions
|
|
|
42.5%
|
|
$200 million and over
|
|
|
40.0%
|
|
|
|
(2) |
Tradewinds was added as a Sub-Adviser on June 1, 2007 and
therefore was not a sub-adviser during the last fiscal year.
|
|
|
(3) |
Tradewinds was added as a Sub-Adviser on June 29, 2007 and
therefore was not a sub-adviser during the last fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily
|
|
Fee Rate for
|
|
Fee Paid to
|
|
|
|
|
|
|
|
|
|
Net Assets of
|
|
Portion of
Assets
|
|
the
|
|
|
|
|
|
|
|
|
|
Fund Managed
|
|
Managed by
|
|
Sub-Adviser
During
|
|
|
Net Assets
|
|
|
Fund
|
|
Sub-Adviser
|
|
by
Sub-Adviser
|
|
Sub-Adviser
|
|
Last Fiscal
Year
|
|
|
as of
6/30/07
|
|
|
|
|
Equity Premium
|
|
Gateway
|
|
Up to $500 million
|
|
|
0.3000%
|
|
|
|
$1,001,020
|
|
|
|
$ 330,426,664
|
|
|
|
|
|
|
|
$500 million to $1 billion
|
|
|
0.2875%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1 billion to $1.5 billion
|
|
|
0.2750%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.5 billion to $2 billion
|
|
|
0.2625%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In excess of $2 billion
|
|
|
0.2500%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Premium
|
|
Gateway
|
|
Up to $500 million
|
|
|
0.3000%
|
|
|
|
$1,497,943
|
|
|
|
$ 482,546,905
|
|
|
|
Advantage
|
|
|
|
$500 million to $1 billion
|
|
|
0.2875%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1 billion to $1.5 billion
|
|
|
0.2750%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.5 billion to $2 billion
|
|
|
0.2625%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In excess of $2 billion
|
|
|
0.2500%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Value
|
|
Tradewinds
|
|
Up to $500 million
|
|
|
0.4125%
|
|
|
|
$ 668,102*
|
|
|
|
$ 400,082,926
|
|
|
|
|
|
|
|
$500 million to $1 billion
|
|
|
0.4000%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1 billion to $1.5 billion
|
|
|
0.3875%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.5 billion to $2 billion
|
|
|
0.3750%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In excess of $2 billion
|
|
|
0.3625%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Daily
|
|
Fee Rate for
|
|
Fee Paid to
|
|
|
|
|
|
|
|
|
|
Net Assets of
|
|
Portion of
Assets
|
|
the
|
|
|
|
|
|
|
|
|
|
Fund Managed
|
|
Managed by
|
|
Sub-Adviser
During
|
|
|
Net Assets
|
|
|
Fund
|
|
Sub-Adviser
|
|
by
Sub-Adviser
|
|
Sub-Adviser
|
|
Last Fiscal
Year
|
|
|
as of 6/30/07
|
|
|
|
|
Core Equity Alpha
|
|
INTECH
|
|
Up to $100 million
|
|
|
0.4000%
|
|
|
|
$ 0**
|
|
|
|
$ 308,609,842
|
|
|
|
|
|
|
|
$100 million to $250 million
|
|
|
0.3250%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$250 million to $500 million
|
|
|
0.2750%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500 million to $1 billion
|
|
|
0.2500%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1 billion and over
|
|
|
0.2000%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax-Advantaged Dividend Growth
|
|
NWQ
|
|
0.3250% of the NWQs
allocation of Fund net assets
|
|
|
|
|
|
|
$ 0***
|
|
|
|
$ 271,728,879
|
|
|
|
|
|
SBAM
|
|
Up to $125 million
|
|
|
0.4000%
|
|
|
|
$ 0***
|
|
|
|
|
|
|
|
|
|
|
|
$125 million to $250 million
|
|
|
0.3875%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$250 million to $500 million
|
|
|
0.3750%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$500 million to $1 billion
|
|
|
0.3625%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1 billion to $2 billion
|
|
|
0.3500%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In excess of $2 billion
|
|
|
0.3250%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
The Fund commenced operations on July 24, 2006 and the
amounts disclosed represent fees paid for a partial fiscal year.
|
|
|
** |
The Fund commenced operations on March 27, 2007 and
therefore has not completed a fiscal year.
|
|
|
*** |
The Fund commenced operations on June 26, 2007 and
therefore has not completed a fiscal year.
|
Fee Rates
and Net Assets of Other Funds Advised by Sub-Advisers
with Similar Investment Objectives as the Sub-Advised
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee
Rate
|
|
|
|
|
|
|
|
|
|
|
Fund Average
Daily
|
|
|
|
|
Net Assets
|
|
|
|
Sub-Adviser
|
|
Similar
Fund
|
|
Net
Assets
|
|
Fee
Rate
|
|
|
as of
6/30/07
|
|
|
|
|
Gateway
|
|
Gateway Fund
|
|
All
|
|
|
0.59
|
%(1)
|
|
$
|
3.9 billion
|
|
|
|
|
|
TA IDEX Protected
|
|
Up to $100 million
|
|
|
0.40
|
%(2)
|
|
$
|
34.8 million
|
|
|
|
|
|
Principal Stock
|
|
Over $100 million
|
|
|
0.375
|
%
|
|
|
|
|
|
|
|
|
INTECH
|
|
Janus Aspen
INTECH Risk-
Managed Core
Fund
|
|
All
|
|
|
0.26
|
%
|
|
$
|
16.3 million
|
|
|
|
|
|
Janus Adviser
INTECH Risk-
Managed Core
Fund
|
|
All
|
|
|
0.26
|
%
|
|
$
|
197.9 million
|
|
|
|
|
|
INTECH Risk-
Managed Stock
Fund
|
|
All
|
|
|
0.26
|
%
|
|
$
|
562.4 million
|
|
|
|
|
|
SBAM
|
|
New Covenant
|
|
All
|
|
|
0.50
|
%
|
|
$
|
88.7 million
|
|
|
|
|
|
|
|
(1)
|
This fee reflects the terms of the management agreement under
which Gateway is paid 0.925% of the average value of the daily
net assets of the Gateway Fund minus the amount of the Gateway
Funds expenses incurred pursuant to its distribution plan.
Also under the management agreement, Gateway receives no
separate fee for its transfer agency, fund accounting and other
services to the Gateway Fund, and Gateway pays the Gateway
Funds expenses of reporting to shareholders.
|
|
(2)
|
Gateway serves as sub-adviser to this fund.
|
I-4
Officers
and Directors of Sub-Advisers
|
|
|
|
|
|
Sub-Adviser
|
|
Name and Position
with Sub-Adviser
|
|
Additional
Principal Occupation
|
|
|
Gateway
|
|
J. Patrick Rogers
President, Chief Executive Officer and Director
|
|
President and Trustee, Gateway
Trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter G. Sall
Chairman and Director
|
|
Chairman and Trustee, Gateway
Trust; Director, Melmedica Childrens Healthcare, Inc.
until May, 2006; Director, Anderson Bank Company of Cincinnati,
Ohio until January, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
Geoffrey Keenan
Executive Vice President, Chief Operating Officer and Director
|
|
Vice President, Gateway Trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary H. Goldschmidt
Vice President and Chief Financial Officer
|
|
Vice President and Treasurer,
Gateway Trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
Harry E. Merriken
Senior Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul R. Stewart
Senior Vice President
and Chief Investment Officer
|
|
Vice President, Gateway Trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
Donna M. Brown
Chief Compliance Officer, General Counsel and Secretary
|
|
Secretary, Gateway Trust.
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth H. Toft
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael T. Buckius
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N. Craig Bickel
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
INTECH
|
|
Robin C. Beery
Chief Marketing Officer and
Executive Working Director
|
|
Vice President of Janus Capital
Group Inc. and Janus Capital Management LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary D. Black
Working Director
|
|
Chief Executive Officer and
Director of Janus Capital Group Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Lance V. Campbell
Chief Financial Officer and
Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
E. Robert Fernholz
Chief Investment Officer, Executive Vice President and Working
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patricia E. Flynn
Chief Compliance Officer
|
|
|
|
|
|
|
|
J-1
|
|
|
|
|
|
Sub-Adviser
|
|
Name and Position
with Sub-Adviser
|
|
Additional
Principal Occupation
|
|
|
|
|
Robert A. Garvey
Chief Executive Officer, President and Working Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David E. Hurley
Chief Operating Officer and
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Justin B. Wright
Chief Legal Counsel, Vice President and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Zimmerman
Working Director
|
|
Executive Vice President of
Institutional Services of Janus Capital Group Inc. and Janus
Capital Management LLC
|
NWQ
|
|
Jon D. Bosse, CFA
Managing Director,
Executive Committee Member,
Investment Oversight Committee Member, Co-President and Chief
Investment Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Conlin
Managing Director,
Executive Committee Member,
Co-President and Chief Operating Officer
|
|
Board Member (since 2005), Pope
Resources M.L.P.; Board Member (since 2005), Acme Communications
Corporation.
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward C. Friedel, CFA
Managing Director, Executive Committee Member, Investment
Oversight Committee Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Phyllis G. Thomas, CFA
Managing Director, Investment Oversight Committee Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Carne, CFA
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Morris
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Patterson, CFA
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James T. Stephenson, CFA
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David M. Stumpf, CFA, CFP
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregg S. Tenser, CFA
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren T. Peers
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirk Allen
Managing Director
|
|
|
J-2
|
|
|
|
|
|
Sub-Adviser
|
|
Name and Position
with Sub-Adviser
|
|
Additional
Principal Occupation
|
|
|
SBAM
|
|
Michael G. Mayfield
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven Spencer
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George M. Tharakan
Director of Research
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Boothe
Portfolio Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Britton C. Smith
Portfolio Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
Security Capital
|
|
Anthony R. Manno, Jr.
President and Managing Director
|
|
President, Chairman and Managing
Director of Security Capital Preferred Growth LLC and Director
of Bulgarian American Enterprise Fund.
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth D. Statz
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin W. Bedell
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W. Culver
Vice President
|
|
Vice President of Security Capital
Preferred Growth LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Heller
Vice President, Treasurer and Controller
|
|
Treasurer of Security Capital
Preferred Growth LLC.
|
|
|
|
|
|
|
|
|
|
|
Spectrum
|
|
Bernard M. Sussman
Executive Director, Co-Chief Executive Officer and Chief
Investment Officer
|
|
Executive Director, Co-Chief
Executive Officer and Chief Investment Officer of Spectrum Asset
Management, Inc.; Chairman of Spectrum Asset Management, Inc.
Investment Committee.
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Lieb
Executive Director, Co-Chief Executive Officer and Chief
Financial Officer
|
|
Executive Director, Co-Chief
Executive Officer and Chief Financial Officer for Spectrum Asset
Management, Inc.; Member of Spectrum Asset Management, Inc.
Investment Committee.
|
|
|
|
|
|
|
|
|
|
|
|
|
L. Phillip Jacoby, IV
Managing Director and Portfolio Manager
|
|
Senior Vice President and Portfolio
Manager of Spectrum Asset Management, Inc.; Member of Spectrum
Asset Management, Inc. Investment Committee
|
|
|
|
|
|
|
|
|
|
|
|
|
Lisa D. Crossley
Vice President and Chief Compliance Officer
|
|
Vice President and Chief Compliance
Officer of Spectrum Asset Management, Inc., Formerly Vice
President and Director of Compliance, Nuveen Investments, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick G. Hurley
Senior Vice President, Chief Information Officer and Risk Manager
|
|
Mr. Hurley is a member of the
Spectrum Asset Management, Inc. Investment Committee.
|
|
|
|
|
|
J-3
|
|
|
|
|
|
Sub-Adviser
|
|
Name and Position
with Sub-Adviser
|
|
Additional
Principal Occupation
|
|
|
|
|
Joseph J. Urciuoli
Senior Vice President and Director of Research
|
|
Mr. Urciuoli is a member of the
Spectrum Asset Management, Inc. Investment Committee.
|
|
|
|
|
|
|
|
|
|
|
Symphony
|
|
Jeffery L. Skelton
President; Chief Executive Officer
|
|
President and Chief Executive
Officer of Symphony Asset Management LLC; Manager/Member, NetNet
Ventures, LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Neil L. Rudolph
Chief Operating Officer; Chief Financial Officer
|
|
Chief Operating Officer and Chief
Financial Officer of Symphony Asset Management LLC;
Manager/Member, NetNet Ventures, LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Mary E. Keefe
Chief Compliance Officer
|
|
Managing Director of Nuveen
Investments, Inc.; Managing Director and Chief Compliance
Officer of Nuveen Asset Management, Nuveen Investments, LLC,
Nuveen Investments Advisers Inc. and Rittenhouse Asset
Management, Inc.; Chief Compliance Officer of Symphony Asset
Management LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Henman
Vice President; Director of Business Development
|
|
Vice President and Director of
Business Development of Symphony Asset Management LLC;
Manager/Member, NetNet Ventures, LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Praveen K. Gottipalli
Vice President; Director of Investments
|
|
Portfolio Manager and
Manager/Member, NetNet Ventures, LLC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Gunther M. Stein
Vice President; Director of Fixed Income Strategies
|
|
Vice President and Director of
Fixed Income Strategies of Symphony Asset Management LLC;
Portfolio Manager, Nuveen.
|
|
|
|
|
|
|
|
|
|
|
Tradewinds
|
|
Michael C. Mendez
President, Managing Director
|
|
President, Managing Director of
Tradewinds Global Investors, LLC (since March 2006); formerly,
President and Director (2002-2006) of NWQ Investment Management
Company, LLC; President and Managing Director (1999-2006),
Managing Director (1992-1999) of NWQ Investment Management
Company, Inc.
|
J-4
|
|
|
|
|
|
Sub-Adviser
|
|
Name and Position
with Sub-Adviser
|
|
Additional
Principal Occupation
|
|
|
|
|
David B. Iben
Chief Investment Officer, Managing Director, Portfolio
Manager/Analyst
|
|
Chief Investment Officer and
Managing Director Portfolio Manager of Tradewinds Global
Investors, LLC (since March 2006); Managing Director and
Portfolio Manager (2002-2006) of NWQ Investment Management
Company, LLC; Managing Director and Portfolio Manager
(2000-2002) of NWQ Investment Management Company, Inc.;
Chartered Financial Analyst.
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul J. Hechmer
Managing Director, Portfolio Manager/Analyst
|
|
Managing Director, Portfolio
Manager/Analyst of Tradewinds Global Investors, LLC (since March
2006); Managing Director, Portfolio Manager/Analyst (2002-2006)
of NWQ Investment Management Company, LLC; Portfolio
Manager/Analyst (2001-2002) of NWQ Investment Management, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter L. Boardman
Managing Director, Equity Analyst
|
|
Managing Director, Equity Analyst
of Tradewinds Global Investors, LLC (since March 2006); Managing
Director, Equity Analyst (2003-2006) of NWQ Investment
Management Company, LLC.
|
|
|
|
|
|
|
|
|
|
|
Wellington
|
|
Karl E. Bandtel
|
|
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Steinborn
|
|
Treasurer and Chief Financial
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Laurie A. Gabriel
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean M. Hynes
|
|
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Hoffmann
|
|
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
Saul J. Pannell
|
|
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
John R. Ryan
|
|
Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
Perry M. Traquina
|
|
Managing Partner and
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Cynthia M. Clarke
|
|
Partner and Chief Legal Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Philip H. Perelmuter
|
|
Managing Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
Selwyn J. Notelovitz
|
|
Chief Compliance Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas L. Pappas
|
|
Partner
|
J-5
Number
of Board and Committee Meetings
Held During Each Funds Last Fiscal Year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compliance
Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Dividend
|
|
|
Regulatory
|
|
|
|
|
|
Nominating and
|
|
|
|
Regular Board
|
|
|
Special Board
|
|
|
Committee
|
|
|
Committee
|
|
|
Oversight
Committee
|
|
|
Audit
Committee
|
|
|
Governance
|
|
Fund
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Meeting
|
|
|
Committee
Meeting
|
|
|
|
Floating Rate
|
|
|
5
|
|
|
|
9
|
|
|
|
0
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
Floating Rate
Income Opportunity
|
|
|
5
|
|
|
|
9
|
|
|
|
0
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
Tax-Advantaged
Floating Rate
|
|
|
4
|
|
|
|
7
|
|
|
|
0
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
Senior Income
|
|
|
5
|
|
|
|
9
|
|
|
|
0
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
|
|
4
|
|
K-1
Appendix L
Nuveen
Fund Board
Audit Committee Charter
|
|
I.
|
Organization
and Membership
|
There shall be a committee of each Board of Directors/Trustees
(the Board) of the Nuveen Management Investment
Companies (the Funds or, individually, a
Fund) to be known as the Audit Committee. The Audit
Committee shall be comprised of at least three
Directors/Trustees. Audit Committee members shall be independent
of the Funds and free of any relationship that, in the opinion
of the Directors/Trustees, would interfere with their exercise
of independent judgment as an Audit Committee member. In
particular, each member must meet the independence and
experience requirements applicable to the Funds of the exchanges
on which shares of the Funds are listed, Section 10a of the
Securities Exchange Act of 1934 (the Exchange Act),
and the rules and regulations of the Securities and Exchange
Commission (the Commission). Each such member of the
Audit Committee shall have a basic understanding of finance and
accounting, be able to read and understand fundamental financial
statements, and be financially literate, and at least one such
member shall have accounting or related financial management
expertise, in each case as determined by the Directors/Trustees,
exercising their business judgment (this person may also serve
as the Audit Committees financial expert as
defined by the Commission). The Board shall appoint the members
and the Chairman of the Audit Committee, on the recommendation
of the Nominating and Governance Committee. The Audit Committee
shall meet periodically but in any event no less frequently than
on a semi-annual basis. Except for the Funds, Audit Committee
members shall not serve simultaneously on the audit committees
of more than two other public companies.
|
|
II.
|
Statement
of Policy, Purpose and Processes
|
The Audit Committee shall assist the Board in oversight and
monitoring of (1) the accounting and reporting policies,
processes and practices, and the audits of the financial
statements, of the Funds; (2) the quality and integrity of
the financial statements of the Funds; (3) the Funds
compliance with legal and regulatory requirements; (4) the
independent auditors qualifications, performance and
independence; and (5) oversight of the Pricing Procedures
of the Funds and the Valuation Group. In exercising this
oversight, the Audit Committee can request other committees of
the Board to assume responsibility for some of the monitoring as
long as the other committees are composed exclusively of
independent directors.
In doing so, the Audit Committee shall seek to maintain free and
open means of communication among the Directors/Trustees, the
independent auditors, the internal auditors and the management
of the Funds. The Audit Committee shall meet periodically with
Fund management, the Funds internal auditor, and the
Funds independent auditors, in separate executive
sessions. The Audit Committee shall prepare reports of the Audit
Committee as required by the Commission to be included in the
Funds annual proxy statements or otherwise.
The Audit Committee shall have the authority and resources in
its discretion to retain special legal, accounting or other
consultants to advise the Audit Committee and to otherwise
discharge its responsibilities, including appropriate funding as
determined by the Audit Committee for compensation to
independent auditors engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or
attest services for a Fund,
L-1
compensation to advisers employed by the Audit Committee, and
ordinary administrative expenses of the Audit Committee that are
necessary or appropriate in carrying out its duties, as
determined in its discretion. The Audit Committee may request
any officer or employee of Nuveen Investments, Inc. (or its
affiliates) (collectively, Nuveen) or the
Funds independent auditors or outside counsel to attend a
meeting of the Audit Committee or to meet with any members of,
or consultants to, the Audit Committee. The Funds
independent auditors and internal auditors shall have
unrestricted accessibility at any time to Committee members.
Responsibilities
Fund management has the primary responsibility to establish and
maintain systems for accounting, reporting, disclosure and
internal control.
The independent auditors have the primary responsibility to plan
and implement an audit, with proper consideration given to the
accounting, reporting and internal controls. Each independent
auditor engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for
the Funds shall report directly to the Audit Committee. The
independent auditors are ultimately accountable to the Board and
the Audit Committee. It is the ultimate responsibility of the
Audit Committee to select, appoint, retain, evaluate, oversee
and replace any independent auditors and to determine their
compensation, subject to ratification of the Board, if required.
These Audit Committee responsibilities may not be delegated to
any other Committee or the Board.
The Audit Committee is responsible for the following:
With
respect to Fund financial statements:
|
|
|
|
1.
|
Reviewing and discussing the annual audited financial statements
and semi-annual financial statements with Fund management and
the independent auditors including major issues regarding
accounting and auditing principles and practices, and the
Funds disclosures in its periodic reports under
Managements Discussion and Analysis.
|
|
|
2.
|
Requiring the independent auditors to deliver to the Chairman of
the Audit Committee a timely report on any issues relating to
the significant accounting policies, management judgments and
accounting estimates or other matters that would need to be
communicated under Statement on Auditing Standards (sas)
No. 90, Audit Committee Communications (which amended sas
No. 61, Communication with Audit Committees), that arise
during the auditors review of the Funds financial
statements, which information the Chairman shall further
communicate to the other members of the Audit Committee, as
deemed necessary or appropriate in the Chairmans judgment.
|
|
|
3.
|
Discussing with management the Funds press releases
regarding financial results and dividends, as well as financial
information and earnings guidance provided to analysts and
rating agencies. This discussion may be done generally,
consisting of discussing the types of information to be
disclosed and the types of presentations to be made. The
Chairman of the Audit Committee shall be authorized to have
these discussions with management on behalf of the Audit
Committee.
|
L-2
|
|
|
|
4.
|
Discussing with management and the independent auditors
(a) significant financial reporting issues and judgments
made in connection with the preparation and presentation of the
Funds financial statements, including any significant
changes in the Funds selection or application of
accounting principles and any major issues as to the adequacy of
the Funds internal controls and any special audit steps
adopted in light of material control deficiencies; and
(b) analyses prepared by Fund management
and/or the
independent auditor setting forth significant financial
reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of
the effects of alternative gaap methods on the financial
statements.
|
|
|
5.
|
Discussing with management and the independent auditors the
effect of regulatory and accounting initiatives on the
Funds financial statements.
|
|
|
6.
|
Reviewing and discussing reports, both written and oral, from
the independent auditors
and/or Fund
management regarding (a) all critical accounting policies
and practices to be used; (b) all alternative treatments of
financial information within generally accepted accounting
principles that have been discussed with management,
ramifications of the use of such alternative treatments and
disclosures, and the treatment preferred by the independent
auditors; and (c) other material written communications
between the independent auditors and management, such as any
management letter or schedule of unadjusted differences.
|
|
|
7.
|
Discussing with Fund management the Funds major financial
risk exposures and the steps management has taken to monitor and
control these exposures, including the Funds risk
assessment and risk management policies and guidelines. In
fulfilling its obligations under this paragraph, the Audit
Committee may review in a general manner the processes other
Board committees have in place with respect to risk assessment
and risk management.
|
|
|
8.
|
Reviewing disclosures made to the Audit Committee by the
Funds principal executive officer and principal financial
officer during their certification process for the Funds
periodic reports about any significant deficiencies in the
design or operation of internal controls or material weaknesses
therein and any fraud involving management or other employees
who have a significant role in the Funds internal
controls. In fulfilling its obligations under this paragraph,
the Audit Committee may review in a general manner the processes
other Board committees have in place with respect to
deficiencies in internal controls, material weaknesses, or any
fraud associated with internal controls.
|
With
respect to the independent auditors:
|
|
|
|
1.
|
Selecting, appointing, retaining or replacing the independent
auditors, subject, if applicable, only to Board and shareholder
ratification; and compensating, evaluating and overseeing the
work of the independent auditor (including the resolution of
disagreements between Fund management and the independent
auditor regarding financial reporting).
|
|
|
2.
|
Meeting with the independent auditors and Fund management to
review the scope, fees, audit plans and staffing for the audit,
for the current year. At the conclusion of the audit, reviewing
such audit results, including the independent auditors
|
L-3
|
|
|
|
|
evaluation of the Funds financial and internal controls,
any comments or recommendations of the independent auditors, any
audit problems or difficulties and managements response,
including any restrictions on the scope of the independent
auditors activities or on access to requested information,
any significant disagreements with management, any accounting
adjustments noted or proposed by the auditor but not made by the
Fund, any communications between the audit team and the audit
firms national office regarding auditing or accounting
issues presented by the engagement, any significant changes
required from the originally planned audit programs and any
adjustments to the financial statements recommended by the
auditors.
|
|
|
|
|
3.
|
Pre-approving all audit services and permitted non-audit
services, and the terms thereof, to be performed for the Funds
by their independent auditors, subject to the de minimis
exceptions for non-audit services described in Section 10a
of the Exchange Act that the Audit Committee approves prior to
the completion of the audit, in accordance with any policies or
procedures relating thereto as adopted by the Board or the Audit
Committee. The Chairman of the Audit Committee shall be
authorized to give pre-approvals of such non-audit services on
behalf of the Audit Committee.
|
|
|
4.
|
Obtaining and reviewing a report or reports from the independent
auditors at least annually (including a formal written statement
delineating all relationships between the auditors and the Funds
consistent with Independent Standards Board Standard 1, as may
be amended, restated, modified or replaced) regarding
(a) the independent auditors internal quality-control
procedures; (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the
firm, or by any inquiry or investigation by governmental or
professional authorities within the preceding five years,
respecting one or more independent audits carried out by the
firm; (c) any steps taken to deal with any such issues; and
(d) all relationships between the independent auditor and
the Funds and their affiliates, in order to assist the Audit
committee in assessing the auditors independence. After
reviewing the foregoing report[s] and the independent
auditors work throughout the year, the Audit Committee
shall be responsible for evaluating the qualifications,
performance and independence of the independent auditor and
their compliance with all applicable requirements for
independence and peer review, and a review and evaluation of the
lead partner, taking into account the opinions of Fund
management and the internal auditors, and discussing such
reports with the independent auditors. The Audit Committee shall
present its conclusions with respect to the independent auditor
to the Board.
|
|
|
5.
|
Reviewing any reports from the independent auditors mandated by
Section 10a(b) of the Exchange Act regarding any illegal
act detected by the independent auditor (whether or not
perceived to have a material effect on the Funds financial
statements) and obtaining from the independent auditors any
information about illegal acts in accordance with
Section 10a(b).
|
|
|
6.
|
Ensuring the rotation of the lead (or coordinating) audit
partner having primary responsibility for the audit and the
audit partner responsible for reviewing the audit as required by
law, and further considering the rotation of the independent
auditor firm itself.
|
L-4
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|
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7.
|
Establishing and recommending to the Board for ratification
policies for the Funds, Fund management or the Fund
advisers hiring of employees or former employees of the
independent auditor who participated in the audits of the Funds.
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|
|
8.
|
Taking, or recommending that the Board take, appropriate action
to oversee the independence of the outside auditor.
|
With
respect to any internal auditor:
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|
|
1.
|
Reviewing the proposed programs of the internal auditor for the
coming year. It is not the obligation or responsibility of the
Audit Committee to confirm the independence of any Nuveen
internal auditors performing services relating to the Funds or
to approve any termination or replacement of the Nuveen Manager
of Internal Audit.
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|
|
2.
|
Receiving a summary of findings from any completed internal
audits pertaining to the Funds and a progress report on the
proposed internal audit plan for the Funds, with explanations
for significant deviations from the original plan.
|
With
respect to pricing and valuation oversight:
|
|
|
|
1.
|
The Board has responsibilities regarding the pricing of a
Funds securities under the 1940 Act. The Board has
delegated this responsibility to the Committee to address
valuation issues that arise between Board meetings, subject to
the Boards general supervision of such actions. The
Committee is primarily responsible for the oversight of the
Pricing Procedures and actions taken by the internal Valuation
Group (Valuation Matters). The Valuation Group will
report on Valuation Matters to the Committee
and/or the
Board of Directors/Trustees, as appropriate.
|
|
|
2.
|
Performing all duties assigned to it under the Funds
Pricing Procedures, as such may be amended from time to time.
|
|
|
3.
|
Periodically reviewing and making recommendations regarding
modifications to the Pricing Procedures as well as consider
recommendations by the Valuation Group regarding the Pricing
Procedures.
|
|
|
4.
|
Reviewing any issues relating to the valuation of a Funds
securities brought to the Committees attention, including
suspensions in pricing, pricing irregularities, price overrides,
self-pricing, nav errors and corrections thereto, and other
pricing matters. In this regard, the Committee should consider
the risks to the Funds in assessing the possible resolutions of
these Valuation Matters.
|
|
|
5.
|
Evaluating, as it deems necessary or appropriate, the
performance of any pricing agent and recommend changes thereto
to the full Board.
|
|
|
6.
|
Reviewing any reports or comments from examinations by
regulatory authorities relating to Valuation Matters of the
Funds and consider managements responses to any such
comments and, to the extent the Committee deems necessary or
appropriate, propose to management
and/or the
full Board the modification of the Funds policies and
procedures relating to such matters. The Committee, if deemed
necessary or desirable, may also meet with regulators.
|
L-5
|
|
|
|
7.
|
Meeting with members of management of the Funds, outside
counsel, or others in fulfilling its duties hereunder, including
assessing the continued appropriateness and adequacy of the
Pricing Procedures, eliciting any recommendations for
improvements of such procedures or other Valuation Matters, and
assessing the possible resolutions of issues regarding Valuation
Matters brought to its attention.
|
|
|
8.
|
Performing any special review, investigations or oversight
responsibilities relating to Valuation as requested by the Board
of Directors/Trustees.
|
|
|
9.
|
Investigating or initiating an investigation of reports of
improprieties or suspected improprieties in connection with the
Funds policies and procedures relating to Valuation
Matters not otherwise assigned to another Board committee.
|
Other
responsibilities:
|
|
|
|
1.
|
Reviewing with counsel to the Funds, counsel to Nuveen, the Fund
advisers counsel and independent counsel to the Board
legal matters that may have a material impact on the Funds
financial statements or compliance policies.
|
|
|
2.
|
Receiving and reviewing periodic or special reports issued on
exposure/controls, irregularities and control failures related
to the Funds.
|
|
|
3.
|
Reviewing with the independent auditors, with any internal
auditor and with Fund management, the adequacy and effectiveness
of the accounting and financial controls of the Funds, and
eliciting any recommendations for the improvement of internal
control procedures or particular areas where new or more
detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal
controls to expose payments, transactions or procedures that
might be deemed illegal or otherwise improper.
|
|
|
4.
|
Reviewing the reports of examinations by regulatory authorities
as they relate to financial statement matters.
|
|
|
5.
|
Discussing with management and the independent auditor any
correspondence with regulators or governmental agencies that
raises material issues regarding the Funds financial
statements or accounting policies.
|
|
|
6.
|
Obtaining reports from management with respect to the
Funds policies and procedures regarding compliance with
applicable laws and regulations.
|
|
|
7.
|
Reporting regularly to the Board on the results of the
activities of the Audit Committee, including any issues that
arise with respect to the quality or integrity of the
Funds financial statements, the Funds compliance
with legal or regulatory requirements, the performance and
independence of the Funds independent auditors, or the
performance of the internal audit function.
|
|
|
8.
|
Performing any special reviews, investigations or oversight
responsibilities requested by the Board.
|
|
|
9.
|
Reviewing and reassessing annually the adequacy of this charter
and recommending to the Board approval of any proposed changes
deemed necessary or advisable by the Audit Committee.
|
L-6
|
|
|
|
10.
|
Undertaking an annual review of the performance of the Audit
Committee.
|
|
|
11.
|
Establishing procedures for the receipt, retention and treatment
of complaints received by the Funds regarding accounting,
internal accounting controls or auditing matters, and the
confidential, anonymous submission of concerns regarding
questionable accounting or auditing matters by employees of Fund
management, the investment adviser, administrator, principal
underwriter, or any other provider of accounting related
services for the Funds, as well as employees of the Funds.
|
Although the Audit Committee shall have the authority and
responsibilities set forth in this Charter, it is not the
responsibility of the Audit Committee to plan or conduct audits
or to determine that the Funds financial statements are
complete and accurate and are in accordance with generally
accepted accounting principles. That is the responsibility of
management and the independent auditors. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent
auditors or to ensure compliance with laws and regulations.
L-7
Nuveen
Investments
333
West Wacker Drive
Chicago,
IL 60606-1286
(800) 257-8787
|
|
www.nuveen.com
|
JFR-MDP1007
|
Nuveen
Investments 333 West Wacker Dr.
Chicago IL 60606
www.nuveen.com
999 999
999 999 99
3 EASY WAYS TO VOTE YOUR PROXY
1. |
|
Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded
instructions. |
|
2. |
|
On the Internet at www.proxyweb.com, and follow the simple instructions.
|
|
3. |
|
Sign, Date and Return this proxy card using the enclosed postage-paid envelope. |
FUND NAME PRINTS
HERE
COMMON SHARES
THIS
PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR A SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2007
The
Special Meeting of shareholders will be held Friday, October 12,
2007 at 10:00 a.m. Central
time, in the 31st Floor conference room of Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the
proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J.
McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for
the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of
shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE,
PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET
(www.proxyweb.com).
ê
Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[
]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON
THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER
MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR
TITLE OR CAPACITY.
In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares
will be voted FOR each proposal.
|
|
|
|
|
ê
|
|
Please fill in box(es) as shown using black or blue ink or number 2
pencil. x
|
|
ê |
|
|
PLEASE DO NOT USE FINE POINT PENS. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
|
|
|
|
|
|
|
|
|
1.
|
|
To approve a new investment management agreement between each Fund and
Nuveen Asset Management (NAM), each Funds investment adviser.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
2.f.
|
|
To approve a new sub-advisory
agreement between NAM and Spectrum Asset Management, Inc.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
2.g.
|
|
To approve a new sub-advisory
agreement between NAM and Symphony
Asset Management LLC
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
2.h.
|
|
To approve a new sub-advisory
agreement between NAM and
Tradewinds Global Investors, LLC
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
5.a.
|
|
To ratify the selection of Ernst & Young LLP as the independent
registered public accounting firm for the current fiscal year.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
6.
|
|
To transact such other business as may properly come before the Special Meeting. |
|
|
|
|
|
|
PLEASE SIGN ON REVERSE SIDE
Nuveen Investments 333 West Wacker Dr.
Chicago IL 60606
www.nuveen.com
999 999
999 999 99
3 EASY WAYS TO VOTE YOUR PROXY
1. |
|
Automated Touch Tone Voting: Call toll-free 1-888-221-0697 and follow the recorded
instructions. |
|
2. |
|
On the Internet at www.proxyweb.com, and follow the simple instructions.
|
|
3. |
|
Sign, Date and Return this proxy card using the enclosed postage- paid envelope. |
FUND NAME PRINTS HERE
FUNDPREFERRED SHARES
THIS
PROXY IS SOLICITED BY THE BOARD OF THE FUND FOR A SPECIAL MEETING OF SHAREHOLDERS, OCTOBER 12, 2007
The
Special Meeting of shareholders will be held Friday, October 12,
2007 at 10:00 a.m. Central
time, in the 31st Floor conference room of Nuveen Investments, 333 West Wacker Drive,
Chicago, Illinois. At this meeting, you will be asked to vote on the proposals described in the
proxy statement attached. The undersigned hereby appoints Timothy R. Schwertfeger, Kevin J.
McCarthy and Gifford R. Zimmerman, and each of them, with full power of substitution, proxies for
the undersigned, to represent and vote the shares of the undersigned at the Special Meeting of
shareholders to be held on October 12, 2007, or any adjournment or adjournments thereof.
WHETHER OR NOT YOU PLAN TO JOIN US AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN YOUR PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE SO THAT YOUR VOTE WILL BE COUNTED. AS AN ALTERNATIVE,
PLEASE CONSIDER VOTING BY TELEPHONE AT (888) 221-0697 OR OVER THE INTERNET
(www.proxyweb.com).
ê Date:
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) ON LEFT.
(Please sign in Box)
[
]
NOTE: PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON
THIS PROXY. IF SHARES ARE HELD JOINTLY, EACH HOLDER
MUST SIGN THE PROXY. IF YOU ARE SIGNING ON BEHALF OF
AN ESTATE, TRUST OR CORPORATION, PLEASE STATE YOUR
TITLE OR CAPACITY.
In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the Special Meeting.
Properly executed proxies will be voted as specified. If no specification is made, such shares
will be voted FOR each proposal.
|
|
|
|
|
ê
|
|
Please fill in box(es) as shown using black or blue ink or number 2
pencil. x
|
|
ê |
|
|
PLEASE DO NOT USE FINE POINT PENS. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
|
|
|
|
|
|
|
|
|
1.
|
|
To approve a new investment management agreement between each Fund and
Nuveen Asset Management (NAM), each Funds investment adviser.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
2.f.
|
|
To approve a new sub-advisory
agreement between NAM and Spectrum Asset Management, Inc.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
2.g.
|
|
To approve a new sub-advisory
agreement between NAM and Symphony
Asset Management LLC
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
2.h.
|
|
To approve a new sub-advisory
agreement between NAM and
Tradewinds Global Investors, LLC
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
5.a.
|
|
To ratify the selection of Ernst & Young LLP as the independent
registered public accounting firm for the current fiscal year.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
6.
|
|
To transact such other business as may properly come before the Special Meeting. |
|
|
|
|
|
|
PLEASE SIGN ON REVERSE SIDE